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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 2, 2022
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 000-51734 35-1811116
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (317) 328-5660  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common units representing limited partner interestsCLMTThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 1.01 Entry into Material Definitive Agreements.
Credit Agreement
On November 2, 2022 (the “Effective Date”), Montana Renewables, LLC, a Delaware limited liability company (“MRL”) and an indirect subsidiary of Calumet Specialty Products Partners, L.P. (the “Partnership”), entered into, as borrower, a Credit Agreement (the “Credit Agreement”) with Montana Renewables Holdings LLC, the parent company of MRL, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and lender, which Credit Agreement provides for a secured revolving credit facility in the maximum amount of $90.0 million outstanding, with the option to request additional commitments of up to $15.0 million, and with a maturity date of November 2, 2027.
Supply and Offtake Agreement
MRL also entered into a Supply and Offtake Agreement (“S&O Agreement”) with Macquarie Energy North America Trading Inc., a Delaware corporation (“Macquarie”) on the Effective Date, pursuant to which Macquarie will (i) purchase renewable feedstocks and products located at specified locations at MRL’s Great Falls, Montana refinery (the “Refinery”), (ii) provide certain financial accommodations to MRL based on liens granted over renewable feedstocks and products owned by MRL at other locations at the Refinery, and (iii) endeavor to purchase from third parties and deliver permitted feedstocks to MRL in monthly amounts up to an average of approximately 15,000 barrels per day. The term of the S&O Agreement is scheduled to expire on November 2, 2025, subject to certain early termination rights, the performance of customary covenants, and certain events of default provided therein.
Amendments to Additional Supply and Offtake Agreements
Additionally, on the Effective Date, Calumet Shreveport Refining, LLC, a Delaware limited liability company and an indirect subsidiary of the Partnership, entered into a Sixth Amendment to Supply and Offtake Agreement (the “Sixth Amendment”) to that certain Supply and Offtake Agreement dated as of June 19, 2017 (as amended, including pursuant to the Sixth Amendment, the “Shreveport S&O Agreement”) with Macquarie and certain other parties to, among other things, (i) extend the term of the facility under the Shreveport S&O Agreement to June 30, 2026, (ii) replace the existing LIBOR-based default interest rate benchmark with a SOFR-based default interest rate benchmark, and (iii) reaffirm the obligations of each party under a related guaranty.
Similarly, on the Effective Date, Calumet Montana Refining, LLC, a Delaware limited liability company and an indirect subsidiary of the Partnership, entered into a Tenth Amendment to Supply and Offtake Agreement (the “Tenth Amendment”) to that certain Supply and Offtake Agreement dated as of March 31, 2017 (as amended, including pursuant to the Tenth Amendment, the “Montana S&O Agreement”) with Macquarie and certain other parties to among other things, (i) extend the term of the facility under the Montana S&O Agreement to June 30, 2026, (ii) replace the existing LIBOR-based default interest rate benchmark with a SOFR-based default interest rate benchmark, and (iv) reaffirm the obligations of each party under a related guaranty.
The foregoing descriptions of the Credit Agreement, S&O Agreement, Sixth Amendment and Tenth Amendment are qualified in their entirety by reference to the Credit Agreement, S&O Agreement, Sixth Amendment and Tenth Amendment, a copy of each of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 7, 2022, the Partnership issued a press release announcing the matters described under Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Exhibit Title or Description
104Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    
 CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
 By: 
CALUMET GP, LLC, its General Partner
November 7, 2022By:/s/ Vincent Donargo
Name: Vincent Donargo
Title: Executive Vice President and Chief Financial Officer


Exhibit 10.1 CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, MONTANA RENEWABLES HOLDINGS LLC, as Parent, MONTANA RENEWABLES, LLC, AND THOSE ADDITIONAL ENTITIES THAT HEREAFTER BECOME PARTIES HERETO AS BORROWERS, as Borrowers Dated as of November 2, 2022

 
-i- TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION. ...................................................................... 1 1.1 Definitions .................................................................................................................... 1 1.2 Accounting Terms ...................................................................................................... 48 1.3 Code ........................................................................................................................... 49 1.4 Construction ............................................................................................................... 49 1.5 Time References ......................................................................................................... 49 1.6 Schedules and Exhibits ............................................................................................... 50 1.7 Divisions ..................................................................................................................... 50 1.8 Rates ........................................................................................................................... 50 1.9 Pro Forma Calculations; Fixed Charge Coverage Ratio Calculation ......................... 50 2. LOANS AND TERMS OF PAYMENT. ....................................................................... 51 2.1 Revolving Loans......................................................................................................... 51 2.2 [Reserved] .................................................................................................................. 52 2.3 Borrowing Procedures and Settlements...................................................................... 52 2.4 Payments; Reductions of Commitments; Prepayments. ............................................. 59 2.5 Promise to Pay; Promissory Notes. ............................................................................ 63 2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations. ............ 63 2.7 Crediting Payments .................................................................................................... 65 2.8 Designated Account ................................................................................................... 65 2.9 Maintenance of Loan Account; Statements of Obligations ........................................ 65 2.10 Fees. ............................................................................................................................ 66 2.11 Letters of Credit.......................................................................................................... 66 2.12 Special Provisions Applicable to SOFR. .................................................................... 75 2.13 Capital Requirements. ................................................................................................ 76 2.14 Incremental Facilities. ................................................................................................ 77 2.15 Joint and Several Liability of Borrowers. ................................................................... 79 3. CONDITIONS; TERM OF AGREEMENT. ................................................................ 82 3.1 Conditions Precedent to the Initial Extension of Credit ............................................. 82 3.2 Conditions Precedent to all Extensions of Credit ....................................................... 82 3.3 Maturity ...................................................................................................................... 82 3.4 Effect of Maturity ....................................................................................................... 83

 
TABLE OF CONTENTS (continued) Page -ii- 3.5 Early Termination by Borrowers ................................................................................ 83 4. REPRESENTATIONS AND WARRANTIES. ............................................................ 83 4.1 Due Organization and Qualification; Subsidiaries. .................................................... 83 4.2 Due Authorization; No Conflict. ................................................................................ 84 4.3 Governmental Consents ............................................................................................. 84 4.4 Binding Obligations; Perfected Liens. ....................................................................... 85 4.5 Title to Assets; No Encumbrances ............................................................................. 85 4.6 Litigation .................................................................................................................... 85 4.7 Compliance with Laws ............................................................................................... 85 4.8 No Material Adverse Effect ....................................................................................... 86 4.9 Solvency. .................................................................................................................... 86 4.10 Employee Benefits ..................................................................................................... 86 4.11 Environmental Condition ........................................................................................... 86 4.12 Complete Disclosure .................................................................................................. 86 4.13 Patriot Act .................................................................................................................. 87 4.14 Indebtedness ............................................................................................................... 87 4.15 Payment of Taxes ....................................................................................................... 87 4.16 Margin Stock .............................................................................................................. 87 4.17 Governmental Regulation ........................................................................................... 88 4.18 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws ............... 88 4.19 Employee and Labor Matters ...................................................................................... 88 4.20 Parent as Holding Company ....................................................................................... 88 4.21 Leases ......................................................................................................................... 89 4.22 Eligible Accounts ....................................................................................................... 89 4.23 [Reserved] .................................................................................................................. 89 4.24 [Reserved] .................................................................................................................. 89 4.25 [Reserved] .................................................................................................................. 89 4.26 [Reserved] .................................................................................................................. 89 4.27 [Reserved] .................................................................................................................. 89 4.28 [Reserved] .................................................................................................................. 89

 
TABLE OF CONTENTS (continued) Page -iii- 4.29 Hedge Agreements ..................................................................................................... 89 5. AFFIRMATIVE COVENANTS. ................................................................................... 89 5.1 Financial Statements, Reports, Certificates ................................................................ 89 5.2 Reporting .................................................................................................................... 90 5.3 Existence .................................................................................................................... 90 5.4 Maintenance of Properties .......................................................................................... 90 5.5 Taxes .......................................................................................................................... 90 5.6 Insurance. ................................................................................................................... 90 5.7 Inspection. .................................................................................................................. 91 5.8 Compliance with Laws ............................................................................................... 92 5.9 Environmental ............................................................................................................ 92 5.10 Disclosure Updates ..................................................................................................... 92 5.11 Formation of Subsidiaries .......................................................................................... 92 5.12 Further Assurances ..................................................................................................... 93 5.13 [Reserved] .................................................................................................................. 93 5.14 Chief Executive Office ............................................................................................... 93 5.15 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws ............... 93 5.16 Blenders Tax Credits. ................................................................................................. 94 6. NEGATIVE COVENANTS. .......................................................................................... 94 6.1 Indebtedness ............................................................................................................... 94 6.2 Liens ........................................................................................................................... 94 6.3 Restrictions on Fundamental Changes ....................................................................... 94 6.4 Disposal of Assets ...................................................................................................... 95 6.5 Nature of Business...................................................................................................... 95 6.6 Prepayments and Amendments .................................................................................. 95 6.7 Restricted Payments ................................................................................................... 96 6.8 Accounting Methods .................................................................................................. 96 6.9 Investments ................................................................................................................. 96 6.10 Transactions with Affiliates ....................................................................................... 97 6.11 Use of Proceeds .......................................................................................................... 97

 
TABLE OF CONTENTS (continued) Page -iv- 6.12 Parent as Holding Company ....................................................................................... 98 7. FINANCIAL COVENANT. ........................................................................................... 98 8. EVENTS OF DEFAULT. ............................................................................................... 98 8.1 Payments .................................................................................................................... 98 8.2 Covenants ................................................................................................................... 98 8.3 Judgments ................................................................................................................... 99 8.4 Voluntary Bankruptcy, etc. ........................................................................................ 99 8.5 Involuntary Bankruptcy, etc. ...................................................................................... 99 8.6 Default Under Other Agreements ............................................................................... 99 8.7 Representations, etc. ................................................................................................. 100 8.8 Guaranty ................................................................................................................... 100 8.9 Security Documents ................................................................................................. 100 8.10 Loan Documents....................................................................................................... 100 8.11 Change of Control .................................................................................................... 100 9. RIGHTS AND REMEDIES. ........................................................................................ 100 9.1 Rights and Remedies ................................................................................................ 100 9.2 Remedies Cumulative ............................................................................................... 101 10. WAIVERS; INDEMNIFICATION. ............................................................................ 101 10.1 Demand; Protest; etc. ............................................................................................... 101 10.2 The Lender Group’s Liability for Collateral ............................................................ 101 10.3 Indemnification ........................................................................................................ 101 11. NOTICES. ..................................................................................................................... 103 12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. ....................................................................................... 104 13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS. ................................. 105 13.1 Assignments and Participations. ............................................................................... 105 13.2 Successors ................................................................................................................ 109 14. AMENDMENTS; WAIVERS. ..................................................................................... 109 14.1 Amendments and Waivers. ....................................................................................... 109 14.2 Replacement of Certain Lenders. ............................................................................. 111

 
TABLE OF CONTENTS (continued) Page -v- 14.3 No Waivers; Cumulative Remedies ......................................................................... 112 15. AGENT; THE LENDER GROUP. ............................................................................. 112 15.1 Appointment and Authorization of Agent ................................................................ 112 15.2 Delegation of Duties ................................................................................................. 113 15.3 Liability of Agent ..................................................................................................... 113 15.4 Reliance by Agent .................................................................................................... 113 15.5 Notice of Default or Event of Default ...................................................................... 113 15.6 Credit Decision ......................................................................................................... 114 15.7 Costs and Expenses; Indemnification ....................................................................... 114 15.8 Agent in Individual Capacity ................................................................................... 115 15.9 Successor Agent ....................................................................................................... 115 15.10 Lender in Individual Capacity .................................................................................. 116 15.11 Collateral Matters. .................................................................................................... 116 15.12 Restrictions on Actions by Lenders; Sharing of Payments. ..................................... 118 15.13 Agency for Perfection .............................................................................................. 119 15.14 Payments by Agent to the Lenders ........................................................................... 119 15.15 Concerning the Collateral and Related Loan Documents ........................................ 119 15.16 Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information ........................................................................................................ 119 15.17 Several Obligations; No Liability ............................................................................. 120 16. WITHHOLDING TAXES............................................................................................ 120 16.1 Payments .................................................................................................................. 120 16.2 Exemptions. .............................................................................................................. 121 16.3 Reductions. ............................................................................................................... 123 16.4 Refunds ..................................................................................................................... 124 17. GENERAL PROVISIONS. .......................................................................................... 124 17.1 Effectiveness ............................................................................................................ 124 17.2 Section Headings ...................................................................................................... 124 17.3 Interpretation ............................................................................................................ 124 17.4 Severability of Provisions ........................................................................................ 125

 
TABLE OF CONTENTS (continued) Page -vi- 17.5 Bank Product Providers ............................................................................................ 125 17.6 Debtor-Creditor Relationship ................................................................................... 125 17.7 Counterparts; Electronic Execution .......................................................................... 126 17.8 Revival and Reinstatement of Obligations; Certain Waivers. .................................. 126 17.9 Confidentiality. ......................................................................................................... 126 17.10 Survival .................................................................................................................... 128 17.11 Patriot Act; Due Diligence ....................................................................................... 128 17.12 Integration ................................................................................................................ 129 17.13 Montana as Agent for Borrowers ............................................................................. 129 17.14 Acknowledgement and Consent to Bail-In of Affected Financial Institutions ......... 129 17.15 Acknowledgement Regarding Any Supported QFCs ............................................... 130 17.16 Erroneous Payments. ................................................................................................ 130

 
EXHIBITS AND SCHEDULES Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of U.S. Tax Compliance Certificate Exhibit D-2 Form of U.S. Tax Compliance Certificate Exhibit D-3 Form of U.S. Tax Compliance Certificate Exhibit D-4 Form of U.S. Tax Compliance Certificate Exhibit J-1 Form of Joinder Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule A-3 Specified Customers Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule 3.1 Conditions Precedent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Litigation Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.25 Chief Executive Office Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Blenders Tax Credit Schedule 6.5 Nature of Business

 
-1- CREDIT AGREEMENT THIS CREDIT AGREEMENT, is entered into as of November 2, 2022 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”, and together with those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows: 1. DEFINITIONS AND CONSTRUCTION. 1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions: “Account” means an account (as that term is defined in the Code), including all rights to payment for goods sold or leased or for services rendered, but also including any right to payment arising from the sale of an Environmental Credit in the ordinary course of business. “Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible. “Account Party” has the meaning specified therefor in Section 2.11(h) of this Agreement. “Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions). “Acquisition” means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all of the Equity Interests of any other Person. “Additional Documents” has the meaning specified therefor in Section 5.12 of this Agreement. “Administrative Borrower” has the meaning specified therefor in Section 17.13 of this Agreement. “Administrative Questionnaire” has the meaning specified therefor in Section 13.1(a) of this Agreement. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 
-2- “Affected Lender” has the meaning specified therefor in Section 2.13(b) of this Agreement. “Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that for purposes of the definition of Eligible Accounts and Section 6.10 of this Agreement: (a) if any Person owns directly or indirectly 20% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person), then both such Persons shall be Affiliates of each other, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person. “Agent” has the meaning specified therefor in the preamble to this Agreement. “Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents. “Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1 to this Agreement (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders). “Agent’s Liens” means the Liens granted by each Loan Party or its Restricted Subsidiaries to Agent under the Loan Documents and securing the Obligations. “Agreement” means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. “AHYDO Payment” means the minimum amount of a cash payment required to be made by any Borrower with respect to any accrual period after the fifth anniversary of the issue date of Borrower’s debt instrument necessary to prevent such debt instrument from being an “applicable high yield discount obligation” within the meaning of IRC Sections 163(e)(5) and 163(i). “Anti-Corruption Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing business. “Anti-Money Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. “Applicable Margin” means, as of any date of determination and with respect to SOFR Loans, as applicable, the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the most recently completed month; provided, that for the period from the Closing Date through and including February 28, 2023, the Applicable Margin shall be

 
-3- set at the margin in the row styled “Level 3”; provided further, that any time an Event of Default has occurred and is continuing, the Applicable Margin shall be set at the margin in the row styled “Level 3” Level Average Excess Availability Applicable Margin I > 33% of the Maximum Revolver Amount 1.50 percentage points II < 33% of the Maximum Revolver Amount and > 20% of the Maximum Revolver Amount 1.75 percentage points III < 20% of the Maximum Revolver Amount 2.00 percentage points The Applicable Margin shall be re-determined as of the first day of each month. “Applicable Unused Line Fee Percentage” means 0.25% “Application Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders after the occurrence and during the continuance of an Event of Default to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(iii) of this Agreement. “Assignee” has the meaning specified therefor in Section 13.1(a) of this Agreement. “Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to this Agreement. “Authorized Person” means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this Agreement, or any other individual identified by Administrative Borrower as an authorized person and authenticated through Agent’s electronic platform or portal in accordance with its procedures for such authentication. “Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1 of this Agreement (after giving effect to the then outstanding Revolver Usage). “Available Increase Amount” means, as of any date of determination, an amount equal to the result of (a) $15,000,000, minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of this Agreement.

 
-4- “Average Excess Availability” means, with respect to any period, the sum of the aggregate amount of Excess Availability for each day in such period (as calculated by Agent as of the end of each respective day) divided by the number of days in such period. “Average Revolver Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each day in such period (calculated as of the end of each respective day) divided by the number of days in such period. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Bank Product” means any one or more of the following financial products or accommodations extended to any Loan Party or any of its Restricted Subsidiaries by a Bank Product Provider: (a) credit cards (including commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”)), (b) payment card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements. “Bank Product Agreements” means those agreements entered into from time to time by any Loan Party or any of its Restricted Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products. “Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure, operational risk or processing risk with respect to the then existing Bank Product Obligations (other than Hedge Obligations). “Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by each Loan Party and its Restricted Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to a Loan Party or its Restricted Subsidiaries. Anything to the contrary contained in the foregoing notwithstanding, the Bank Product Obligations shall exclude any Excluded Swap Obligation. “Bank Product Provider” means Wells Fargo or any of its Affiliates, including each of the foregoing in its capacity, if applicable, as a Hedge Provider.

 
-5- “Bank Product Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate to establish (based upon the Bank Product Providers’ determination of the liabilities and obligations of each Loan Party and its Restricted Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding. “Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time. “Base Rate” means, for any day, the greatest of (a) zero percent (0%) per annum, (b) the Federal Funds Rate in effect on such day plus ½%, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate” in effect on such day, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate. “Base Rate Margin” means negative one and one-half of one percent (-1.50%), provided, that, in the event that the calculation of any interest rate herein based on the Base Rate Margin results in an interest rate that is less than zero percent (0%), then such interest rate shall be deemed to be zero percent (0%). “Benchmark” means, initially, Daily Simple SOFR, provided, that, if a Benchmark Transition Event, has occurred with respect to Daily Simple SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to the provisions of Section 2.12 of this Agreement. “Benchmark Administrator” means, initially, the Federal Reserve Bank of New York, or any successor administrator of the then-current Benchmark or any insolvency or resolution official with authority over such administrator. “Benchmark Replacement” means the sum of: (a) the alternate rate of interest that has been selected by Agent and Administrative Borrower as the replacement for the then-current Benchmark; and (b) the spread adjustment or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Agent and the Administrative Borrower, in each case, giving due consideration to (i) any selection or recommendation by the Relevant Governmental Body at such time for a replacement rate, the mechanism for determining such a rate, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such rate, or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the then-current Benchmark, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such alternate rate for U.S. dollar-denominated syndicated or bilateral credit facilities at such time; provided, that, if the Benchmark Replacement as determined as provided above would be less than zero, then the Benchmark Replacement shall be deemed to be zero. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, prepayment provisions, and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof

 
-6- by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement). “Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the Benchmark Administrator permanently or indefinitely ceases to provide the Benchmark; or (b) in the case of clause (b) of the definition of “Benchmark Transition Event”, the first date on which the Benchmark has been determined and announced by the regulatory supervisor for the Benchmark Administrator to be no longer representative of underlying markets; provided, that such non- representativeness will be determined by reference to the most recent statement or publication referenced in such clause (b) and even if the Benchmark continues to be provided on such date. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the Benchmark Administrator or a regulatory supervisor for the Benchmark Administrator announcing that (a) the Benchmark Administrator has ceased or will cease to provide the Benchmark permanently or indefinitely or (b) the Benchmark is no longer representative. “Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark and solely to the extent that the Benchmark has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Benchmark for all purposes hereunder in accordance with Section 2.12 of this Agreement and (b) ending at the time that a Benchmark Replacement has replaced the Benchmark for all purposes hereunder pursuant to Section 2.12 of this Agreement. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any Loan Party or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years. “BHC Act Affiliate” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person. “Blenders Tax Credit” means (a) the $1 per gallon tax credit provided by Section 6426(c) of the IRC, (b) any sustainable aviation fuel tax credit pursuant to Section 40B of the IRC, or any successor provisions or amendments thereto to the producer or the first fuel blender of renewable biodiesel or sustainable aviation fuel.

 
-7- “Board of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers). “Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor). “Borrower” and “Borrowers” have the respective meanings specified therefor in the preamble to this Agreement. “Borrower Materials” has the meaning specified therefor in Section 17.9(c) of this Agreement. “Borrowing” means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance. “Borrowing Base” means, as of any date of determination, the result of: (a) 90% of Eligible Investment Grade Accounts, plus (b) 85% of the amount of Eligible Non-Investment Grade Accounts, plus (c) The least of, as of any date of determination, (i) 90% of the amount of Eligible Blenders Tax Credit Accounts, (ii) $30,000,000, and (iii) an amount equal to 40% of the Line Cap, less (d) the aggregate amount of Reserves (including, without limitation, the Dilution Reserve and Reserves for any Indebtedness that, as of any date of determination, is maturing within ninety (90) days from such date of determination) established by Agent from time to time under Section 2.1(c) of this Agreement. Notwithstanding the foregoing, (i) during the Deemed Borrowing Base Period, the Borrowing Base shall be deemed to be an amount equal to the Deemed Borrowing Base and (ii) if the Initial Field Examination shall not have been completed and delivered to Agent on or prior to the 120th day following the Closing Date, the Borrowing Base shall be deemed to be $0 until the date which the Initial Field Examination shall have been completed and delivered to Agent. “Borrowing Base Certificate” means a certificate substantially in the form of Exhibit B-1 to this Agreement, which such form of Borrowing Base Certificate may be amended, restated, supplemented or otherwise modified from time to time (including without limitation, changes to the format thereof), as approved by Agent in Agent’s sole discretion. “Business Day” means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed. “Capital Expenditures” means, with respect to any Person for any period, the amount of all expenditures by such Person and its Restricted Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, and for the avoidance of doubt excluding amounts expended in any Acquisition.

 
-8- “Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. “Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP. “Cash Dominion Event” means the occurrence of either of the following: (A) the occurrence and continuance of any Event of Default, or (B) either (x) Liquidity is less than 12.5% of the Line Cap at any time or (y) Excess Availability is less than 6.25% of the Line Cap at any time. “Cash Dominion Period” means the period commencing upon the occurrence of a Cash Dominion Event and continuing until the date when (A) no Event of Default shall exist and be continuing, and (B) both (x) Liquidity is greater than 12.50% of the Line Cap and (y) Excess Availability is greater than 6.25% of the Line Cap, in each case for thirty (30) consecutive days. “Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or of any recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above. “Cash Management Services” means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements. “CFC” means a controlled foreign corporation (as that term is defined in Section 957(a) of the IRC) in which any Loan Party is a “United States shareholder” within the meaning of Section 951(b) of the IRC.

 
-9- “Change in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, (c) any new, or adjustment to, requirements prescribed by the Board of Governors for “Eurocurrency Liabilities” (as defined in Regulation D of the Board of Governors), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign governmental authority or resulting from compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority and related in any manner to SOFR or Daily Simple SOFR or (d) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. “Change of Control” means that: (a) Permitted Holders fail to own and control, directly or indirectly, 20%, or more, of the Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent, (b) Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of Borrower, (c) Parent or Borrower fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party, except as a result a transaction expressly permitted under the Agreement, (d) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50%, or more, of the Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent, (e) during any period of twelve (12) consecutive months commencing on or after the Closing Date, the occurrence of a change in the composition of the Board of Directors of Parent such that a majority of the members of such Board of Directors are not Continuing Directors, or (f) the occurrence of a “Change of Control” or “Change in Control” event (howsoever defined or referred to) under any credit agreement, term loan, sale-leaseback, indenture or other financing agreement (including the Supply and Offtake Arrangements) and any and all other loan and/or transaction documents and agreements related to any of the foregoing under which the Borrower may incur or become liable for Indebtedness for borrowed money (including Capitalized Lease Obligations and reimbursement obligations with respect to letters of credit), and any replacements or refinancings of any of the foregoing, in each case, in excess of $10,000,000, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time, but only if the covenants

 
-10- thereunder limit or otherwise apply to any of the business, assets or operations of the Borrower and/or any of its Restricted Subsidiaries. “Closing Date” means November 2, 2022. “Code” means the New York Uniform Commercial Code, as in effect from time to time. “Collateral” means (i) all Accounts, (ii) all cash and cash equivalents (other than any right, title or interest in or to the Macquarie Independent Amount), (iii) all deposit accounts containing proceeds of the foregoing, (iv) all general intangibles relating to Accounts, (v) all instruments relating to Accounts, (vi) all letter of credit rights in respect of Accounts, (vii) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software (owned by a Loan Party or in which it has an interest) that at any time evidence or contain information relating to any “Collateral” or are otherwise necessary or helpful in the collection thereof or realization thereupon, and (viii) all other proceeds thereof now owned or hereafter acquired by any Loan Party or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents. “Collections” means, all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental proceeds and tax refunds). “Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 to this Agreement delivered by the chief financial officer or treasurer of Administrative Borrower to Agent. “Confidential Information” has the meaning specified therefor in Section 17.9(a) of this Agreement. “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise taxes or branch profits taxes. “Consolidated Secured Indebtedness” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Indebtedness outstanding on such date that is secured by a Lien on any assets of the Loan Parties and their Restricted Subsidiaries (including, without limitation, Permitted Purchase Money Indebtedness and Indebtedness arising out of any Sale Leaseback Indebtedness, Indebtedness incurred in connection with inventory structuring transactions, and Indebtedness incurred to finance the acquisition, design, engineering, installation or construction cost of equipment to produce sustainable aviation fuel, in each case that is secured by a Lien on any assets of the Loan Parties and their Restricted Subsidiaries).

 
-11- “Consolidated Total Indebtedness” means, as of any date of determination, an amount equal to the aggregate principal amount of outstanding Indebtedness of the Loan Parties and their Restricted Subsidiaries as of such date consisting of (without duplication): Indebtedness for borrowed money (including purchase money indebtedness and unreimbursed outstanding drawn amounts under funded letters of credit); debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified Equity Interests of the Loan Parties and their Restricted Subsidiaries, with the amount of such Disqualified Equity Interests equal to the greater of their respective involuntary liquidation preferences and maximum fixed repurchase prices; Permitted Purchase Money Indebtedness and Indebtedness arising out of any Sale Leaseback Indebtedness; Indebtedness incurred in connection with inventory structuring transactions; and Indebtedness incurred to finance the acquisition, design, engineering, installation or construction cost of equipment to produce sustainable aviation fuel; in each case determined on a consolidated basis in accordance with GAAP, including, in any event, but without duplication, with respect to the Loan Parties and their Restricted Subsidiaries, the Revolver Usage and the amount of their Capitalized Lease Obligations. “Continuing Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed or nominated for election to the Board of Directors by either the Permitted Holders or a majority of the Continuing Directors. “Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Loan Party, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account). “Covenant Testing Period” means a period (a) commencing on the last day of the fiscal month of Borrowers most recently ended prior to a Covenant Trigger Event for which Borrowers are required to deliver to Agent monthly financial statements pursuant to Schedule 5.1 to this Agreement, and (b) continuing through and including the first day after such Covenant Trigger Event that Liquidity has equaled or exceeded 12.50% of the Line Cap for thirty (30) consecutive days. “Covenant Trigger Event” means if at any time, Liquidity is less than 12.50% of the Line Cap. “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning specified therefor in Section 17.15 of this Agreement. “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for such day (such day, a “SOFR Determination Day”) that is two (2) U.S. Government

 
-12- Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Date, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided, that, if Daily Simple SOFR determined as provided above would be less than zero, then Daily Simple SOFR shall be deemed to be zero. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. “Deemed Borrowing Base” means, as of any date of determination, an amount equal to the result of (a) 55% of value of Borrower’s Accounts (including, without limitation, Accounts arising from Blenders Tax Credits), as determined by Agent in its Permitted Discretion pursuant to a review of Borrower’s balances sheets less (b) the aggregate amount of Reserves established by Agent from time to time under Section 2.1(c) of this Agreement. “Deemed Borrowing Base Period” means the period of time commencing on the Closing Date and ending on the earlier of (i) the date the Initial Field Examination shall have been completed and delivered to Agent and (ii) the 120th day following the Closing Date. “Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Agent and Administrative Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Agent, Issuing Bank, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified any Borrower, Agent or Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by Agent or Administrative Borrower, to confirm in writing to Agent and Administrative Borrower that it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Agent and Administrative Borrower), or (d) has,

 
-13- or has a direct or indirect parent company that has, (i) become the subject of any Insolvency Proceeding, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to Administrative Borrower, Issuing Bank, and each Lender. “Defaulting Lender Rate” means (a) for the first three days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to the Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto). “Deposit Account” means any deposit account (as that term is defined in the Code). “Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule D-1 to this Agreement (or such other Deposit Account of Administrative Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent). “Designated Account Bank” has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is located within the United States that has been designated as such, in writing, by Borrowers to Agent). “Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 3 months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period. “Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by the extent to which Dilution is in excess of 5% (and, for the avoidance of doubt, no Dilution Reserve shall be imposed on the first 5% of Dilution of Eligible Accounts and, thereafter, no Dilution Reserve shall exceed 1% for each incremental whole percentage in Dilution of Eligible Accounts over 5%). “Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) matures or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for

 
-14- Qualified Equity Interests), in whole or in part, (c) requires the scheduled payments of dividends in cash, or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date. “Disqualified Institution” means, on any date, (a) any Person designated by Administrative Borrower as a “Disqualified Institution” by written notice delivered to Agent prior to the date hereof, and (b) those Persons who are direct competitors of the Borrowers identified in writing by Administrative Borrower to Agent from time to time, subject to the written consent of Agent; provided, that “Disqualified Institutions” shall exclude any Person that Administrative Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to Agent from time to time; provided further, that in connection with any assignment or participation, the Assignee or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a direct competitor of Borrower or its Subsidiaries, shall not be deemed to be a Disqualified Institution for the purposes of this definition. “Dollars” or “$” means United States dollars. “Domestic Subsidiary” means any Subsidiary of any Loan Party that is not a Foreign Subsidiary. “Drawing Document” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication. “EBITDA” means, with respect to any fiscal period and with respect to the Loan Parties and their Restricted Subsidiaries determined, in each case, on a consolidated basis in accordance with GAAP: (a) the consolidated net income (or loss) for such period, minus (b) without duplication, the sum of the following amounts for such period to the extent included in determining consolidated net income (or loss) for such period: (i) extraordinary, unusual or non-recurring gains, and (ii) interest income, (iii) to extent included in consolidated net income, unrealized gains resulting from mark to market accounting for hedging activities, including, without limitation, those resulting from the application of FASB ASC 815, (iv) realized losses under derivative instruments excluded from the determination of consolidated net income, including, without limitation, those resulting from the application of FASB ASC 815, plus

 
-15- (c) without duplication, the sum of the following amounts for such period to the extent deducted in determining consolidated net income (or loss) for such period: (i) non-cash unusual or non-recurring losses, (ii) Interest Expense, (iii) the provision for Federal, state, local and foreign income Taxes payable, (iv) depreciation and amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and non-cash equity based compensation expense, (v) any non-recurring, non-cash charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Indebtedness prior to its stated maturity, (vi) net non-cash losses realized on the disposition of property, (vii) unrealized losses resulting from mark to market accounting for hedging activities, including, without limitation those resulting from the application of FASB Accounting Standards Codification 815 ("FASB ASC 815"), (viii) realized gains under derivative instruments excluded from the determination of Consolidated Net Income, including, without limitation, those resulting from the application of FASB ASC 815, (ix) unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP, (x) other extraordinary, unusual or non-recurring expenses and restructuring charges reducing such consolidated net income which do not represent a cash item in such period, (xi) impairment and other non-cash items other than write downs of current assets for such period (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period), and (xii) to the extent reducing such consolidated net income, severance costs and legal and advisory costs specifically identified in a business acquisition or business disposition in an aggregate amount not to exceed $15,000,000 in any four fiscal quarter period. For the avoidance of doubt, “consolidated net income” for any period shall be calculated (a) without giving effect to the cumulative effect of a change in accounting principle, (b) net income of any Person that is accounted for by the equity method of accounting will be included, but only to the extent of the amount of dividends or distributions paid in cash during the calculation period to a Loan Party or a Restricted Subsidiary thereof and (c) net losses of any Person that is accounted for by the equity method of accounting will be included, but only to the extent of the value of any contributions to capital (in cash or in the form of other assets) made to such Person by a Loan Party or a Restricted Subsidiary thereof.

 
-16- “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eligible Accounts” means those Accounts created by a Borrower in the ordinary course of its business, that arise out of such Borrower’s sale of goods, sale of any right, title or interest in or to any Environmental Credits, or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware after the Closing Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, Taxes, finance charges, service charges, discounts, credits, allowances, and rebates. Eligible Accounts shall not include the following: (a) Accounts that the Account Debtor has failed to pay within 45 days of original invoice date or 30 days of due date, (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above, (c) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower, (d) Accounts (i) arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional, or (ii) with respect to which the payment terms are “C.O.D.”, cash on delivery or other similar terms, (e) Accounts that are not payable in Dollars or Canadian Dollars, (f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada, or (ii) is not organized under the laws of the United States or Canada or any state or province thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and, if requested by Agent, is

 
-17- directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent, (g) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, upon request of Agent therefor and to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), (ii) any state of the United States or any other Governmental Authority, (iii) Canada or any department, agency, or instrumentality of Canada (exclusive, however, of Accounts with respect to which Borrowers have complied, upon request of Agent therefor and to the reasonable satisfaction of Agent, with the Financial Administration Act (Canada), as amended), or (iv) any province or territory of Canada, (h) Accounts with respect to which the Account Debtor is a creditor of a Borrower (including in respect of any Blenders Tax Credit due from Borrower), has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such Blenders Tax Credit obligation of such Borrower, claim, right of recoupment or setoff, or dispute, (i) Accounts with respect to an Account Debtor whose Eligible Accounts owing to Borrowers exceed (x) with respect to Investment Grade Account Debtors that are Specified Customers, (A) during the period from the Closing Date through the first anniversary of the Closing Date, 65% of all Eligible Accounts, and (B) at all times thereafter, 50% of all Eligible Accounts, (y) with respect to all other Investment Grade Account Debtors, 35% of all Eligible Accounts, and (z) with respect to all other Account Debtors, 20% of all Eligible Accounts (such percentages, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates), in each case to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit, (j) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, (k) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s financial condition, (l) Accounts that are not subject to a valid and perfected first priority Agent’s Lien, (m) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor, (n) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,

 
-18- (o) Accounts (i) that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services, or (ii) that represent credit card sales; (p) Accounts owned by a target acquired in connection with a Permitted Investment, or Accounts owned by a Person that is joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of a field examination with respect to such Accounts, in each case, satisfactory to Agent in its Permitted Discretion; (q) any Blenders Tax Credit due to a Borrower, whether from an Account Debtor, as a refundable tax credit under the IRC, or otherwise; or (r) Environmental Credits that do not satisfy all requirements of applicable law with respect thereto. “Eligible Blenders Tax Credit Accounts” means those Accounts created by Borrower in the ordinary course of its business owing by the Department of Treasury in respect of the “biodiesel mixture credit” (provided in section 6426 of the Internal Revenue Code of 1986, as amended, which allows a credit against motor fuel excise taxes imposed by section 4081 of the Internal Revenue Code of 1986, as amended, together with any successor provisions thereto that provide for similar credit or any substitute credit that provides substantially equivalent economic benefit to Borrower) to which Borrower is entitled at that time from its blending or production of biodiesel, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware after the Closing Date, including any field examination or audit performed by (or on behalf of) Agent from time to time after the Closing Date. Eligible Blenders Tax Credit Accounts shall not include the following: (a) Accounts with respect to which Borrower has not filed Form 8849 or 720 (or other appropriate approval form), together with the appropriate documents, with Department of Treasury to substantiate its claim for such credit, (b) Accounts with respect to which Department of Treasury or Internal Revenue Service has disputed or rejected the amount thereof, (c) Accounts which Borrower intends to apply as a credit against Taxes as opposed to receiving a payment for such Accounts, and (d) (x) Prior to the date which is six months from the Closing Date, Accounts that the Account Debtor has failed to pay within 120 days of submission of the appropriate documents to Department of Treasury (it being acknowledged and agreed that, so long as Borrowers are diligently and in good faith pursuing the collection of such Accounts, Agent agrees to consider in good faith any reasonable request by Borrowers for a limited extension the date set forth in this clause (x)) and (y) at all times thereafter, Accounts that the Account Debtor has failed to pay within 60 days of submission of the appropriate documents to Department of Treasury. “Eligible Investment Grade Accounts” means any Eligible Accounts that are Investment Grade Accounts.

 
-19- “Eligible Non-Investment Grade Accounts” means any Eligible Accounts that are not Eligible Investment Grade Accounts. “Eligible Transferee” means (a) any Lender (other than a Defaulting Lender), any Affiliate of any Lender and any Related Fund of any Lender; (b) (i) a commercial bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (iii) a commercial bank organized under the laws of any other country or a political subdivision thereof; provided, that (A) (x) such bank is acting through a branch or agency located in the United States, or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country, and (B) such bank has total assets in excess of $1,000,000,000; (c) any other entity (other than a natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act) that extends credit or buys loans as one of its businesses including insurance companies, investment or mutual funds and lease financing companies, and having total assets in excess of $1,000,000,000; and (d) during the continuation of an Event of Default, any other Person approved by Agent. “Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of any Borrower, any Restricted Subsidiary of any Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any Restricted Subsidiary of any Borrower, or any of their predecessors in interest. “Environmental Credits” means (i) renewable identification numbers associated with the United States government-mandated renewable fuel standards and (ii) environmental pollution credits arising from the sale by an Obligor of commodities for which the United States Environmental Protection Agency, Internal Revenue Service or similar state Governmental Authority accords favorable treatment that gives rise to production licenses or tax benefits that may be purchased by third party producers, in each case which are owned by a Borrower and which satisfy all requirements of applicable law with respect thereto. “Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Loan Party or its Restricted Subsidiaries, relating to the environment or the effect of Hazardous Materials on employee health, in each case as amended from time to time. “Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

 
-20- “Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities. “Equipment” means equipment (as that term is defined in the Code). “Equity Interests” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act). “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto. “ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which any Loan Party or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Loan Party or any of its Subsidiaries and whose employees are aggregated with the employees of such Loan Party or its Subsidiaries under IRC Section 414(o). “Erroneous Payment” has the meaning specified therefor in Section 17.16 of this Agreement. “Erroneous Payment Deficiency Assignment” has the meaning specified therefor in Section 17.16 of this Agreement. “Erroneous Payment Impacted Loans” has the meaning specified therefor in Section 17.16 of this Agreement. “Erroneous Payment Return Deficiency” has the meaning specified therefor in Section 17.16 of this Agreement. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “Event of Default” has the meaning specified therefor in Section 8 of this Agreement. “Excess” has the meaning specified therefor in Section 2.14 of this Agreement. “Excess Availability” means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of the Loan Parties and their Restricted Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of the Loan Parties and their Restricted Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

 
-21- “Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time. “Excluded Subsidiary” means (a) any Subsidiary of a Loan Party to the extent that the burden or cost (including any potential Tax liability) of obtaining a guarantee outweighs the benefit afforded thereby as reasonably determined by Borrowers and Agent, (b) any Foreign Subsidiary of a Loan Party that is a CFC, (c) any Domestic Subsidiary of a Loan Party that is a direct or indirect subsidiary of a Foreign Subsidiary that is a CFC, (d) any not-for-profit subsidiary or captive insurance subsidiary, (e) any Immaterial Subsidiary, or (f) any Unrestricted Subsidiary. “Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 2.15), or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal. “Excluded Taxes” means (i) any Tax imposed on or measured by the net income or net profits of any Lender or any Participant (however denominated), franchise taxes and branch profits taxes, in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or such Participant’s principal office or applicable lending office is located in or as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under this Agreement or any other Loan Document), (ii) United States federal withholding taxes that would not have been imposed but for a Lender’s or a Participant’s failure to comply with the requirements of Section 16.2 of this Agreement, (iii) any United States federal withholding taxes imposed on amounts payable to a Foreign Lender pursuant to laws and based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office, other than a designation made at the request of a Loan Party), except that Excluded Taxes shall not include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of this Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, treaty, order or other decision or other Change in Law with respect to any of the foregoing by any Governmental Authority and (iv) any United States federal withholding taxes imposed under FATCA. “Extraordinary Advances” has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.

 
-22- “FATCA” means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and (a) any current or future regulations or official interpretations thereof, (b) any applicable agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any applicable intergovernmental agreement entered into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement entered into in connection therewith). “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero). “Fee Letter” means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent. “Fixed Charge Coverage Ratio” means, with respect to any fiscal period and with respect to the Loan Parties and their Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP, the ratio of (a) EBITDA for such period minus Unfinanced Capital Expenditures made (to the extent not already incurred in a prior period) or incurred during such period, to (b) Fixed Charges for such period. “Fixed Charges” means, with respect to any fiscal period and with respect to the Loan Parties and their Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) Interest Expense required to be paid (other than interest paid-in-kind, amortization of financing fees, and other non-cash Interest Expense) during such period, (b) scheduled principal payments in respect of Indebtedness that are paid (or required to be paid) during such period (including any required payments or prepayments from excess cash flow during such period), (c) all federal, state, and local income taxes required to be paid during such period, (d) all management, consulting, monitoring, and advisory fees paid to any Affiliate of any Loan Party that is not a Loan Party itself, (e) any regularly scheduled payments made in respect of Sale Leasebacks, (f) all Restricted Payments paid (whether in cash or other property, other than in Qualified Equity Interests) other than to any Loan Party during such period, and (g) any payments on account of Disqualified Equity Interests or preferred Equity Interests (whether in the nature of dividends, redemption, repurchase or otherwise) required to be made in cash in such period, other than to any Loan Party. “Flood Laws” means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations, including any amendments or successor provisions. “Foreign Lender” means any Lender or Participant that is not a U.S. Person.

 
-23- “Foreign Subsidiary” means any direct or indirect subsidiary of any Loan Party that is, for U.S. federal income tax purposes, treated as organized under the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia. “Funding Date” means the date on which a Borrowing occurs. “GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied. “Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person. “Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, county, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank). “Guarantor” means (a) Parent and (b) each Person that guaranties all or a portion of the Obligations, including any Person that is a “Guarantor” under the Guaranty and Security Agreement, and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of this Agreement. “Guaranty and Security Agreement” means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent. “Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million. “Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code. “Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of each Loan Party and its Restricted Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers. “Hedge Provider” means Wells Fargo or any of its Affiliates.

 
-24- “Immaterial Subsidiary” means one or more Subsidiaries with annual revenues less than $10,000 individually and $20,000 in the aggregate and owning assets of less than $10,000 individually and $20,000 in the aggregate. “Increase” has the meaning specified therefor in Section 2.14. “Increase Date” has the meaning specified therefor in Section 2.14. “Increase Joinder” has the meaning specified therefor in Section 2.14. “Increased Reporting Event” means if at any time, Liquidity is less than 12.50% of the Line Cap. “Increased Reporting Period” means the period commencing after the occurrence and continuance of an Increased Reporting Event and continuing until the date when no Increased Reporting Event has occurred for 30 consecutive days. “Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligations, (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests or Indebtedness into which such Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Equity Interests, (h) all obligations of such Person owing under any Sale Leasebacks, (i) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); and (j) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (i) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non- recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation. “Indemnified Liabilities” has the meaning specified therefor in Section 10.3 of this Agreement.

 
-25- “Indemnified Person” has the meaning specified therefor in Section 10.3 of this Agreement. “Indemnified Taxes” means, (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of, any Loan Party under any Loan Document, and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes. “Initial Field Examination” means the initial field examination of the Collateral received by Agent (i) which will be or was conducted in such a manner and methodology and of such a scope as is reasonably acceptable to the Agent (in its Permitted Discretion); and (ii) upon which the Agent is expressly permitted to rely. “Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief. “Interest Expense” means, for any period, the aggregate of the interest expense of Borrowers for such period, determined on a consolidated basis in accordance with GAAP. “Inventory” means inventory (as that term is defined in the Code). “Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment. If Parent or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary of Parent such that, after giving effect to any such sale or Disposition, such Person is no longer a Restricted Subsidiary of Parent, or designates such Person an Unrestricted Subsidiary, then Parent will be deemed to have made an Investment on the date of any such sale, disposition or designation in an amount equal to the fair market value of the Equity Interests of such former Restricted Subsidiary not sold or otherwise disposed of, or, in the case of an Unrestricted Subsidiary designation, all of the Equity Interests of such former Restricted Subsidiary (with the fair market value of any such Investment determined reasonably and in good faith, in the case of amounts less than $35,000,000, by an officer of Parent and, in the case of amounts equal to or greater than $35,000,000, by the board of managers of Parent). “Investment Grade Account” means an account owing by an account debtor with a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and/or BBB- (or the equivalent) by S&P, or an equivalent rating by any other nationally recognized statistical rating agency selected by Borrowers. As of the Closing Date, Sumitomo Accounts constitute Investment Grade Accounts hereunder in accordance with this definition. “IRC” means the Internal Revenue Code of 1986, as amended and as in effect from time to time.

 
-26- “ISP” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any version or revision thereof accepted by the Issuing Bank for use. “Issuer Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and relating to such Letter of Credit. “Issuing Bank” means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.11 of this Agreement, and Issuing Bank shall be a Lender. “Joinder” means a joinder agreement substantially in the form of Exhibit J-1 to this Agreement. “Lender” has the meaning set forth in the preamble to this Agreement, shall include Issuing Bank and the Swing Lender, and shall also include any other Person made a party to this Agreement pursuant to the provisions of Section 13.1 of this Agreement and “Lenders” means each of the Lenders or any one or more of them. “Lender Group” means each of the Lenders (including Issuing Bank and the Swing Lender) and Agent, or any one or more of them. “Lender Group Expenses” means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by any Loan Party or its Restricted Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) reasonable and documented out- of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with each Loan Party and its Restricted Subsidiaries under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Restricted Subsidiaries, (d) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable, documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees and expenses of Agent related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 5.7(c) of this Agreement, (h) Agent’s and Lenders’ reasonable, documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s relationship with any Loan Party or any of

 
-27- its Restricted Subsidiaries, (i) Agent’s reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to CUSIP, DXSyndicate™, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving, or modifying the Loan Documents, and (j) Agent’s and each Lender’s reasonable and documented costs and expenses (including reasonable and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning any Loan Party or any of its Restricted Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral, provided, that, the reasonable, documented out-of-pocket fees and expenses of counsel that shall constitute Lender Group Expenses for any purpose shall be limited to (A) one outside primary counsel to Agent and Lenders, (B) any special or local legal counsel (limited to one local counsel in each relevant jurisdiction) as shall be reasonably determined to be necessary by Agent, and (C) one or more additional counsels to the extent reasonably necessary in light of conflicts of interest arise, it being acknowledged that the documentation for fees and expenses of counsel may be provided as summary invoices. “Lender Group Representatives” has the meaning specified therefor in Section 17.9 of this Agreement. “Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents. “Letter of Credit” means a letter of credit (as that term is defined in the Code) issued by Issuing Bank. “Letter of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent (including that Agent has a first priority perfected Lien in such cash collateral), including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of this Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving Lenders in an amount equal to 103% of the then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 103% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit). “Letter of Credit Disbursement” means a payment made by Issuing Bank pursuant to a Letter of Credit.

 
-28- “Letter of Credit Exposure” means, as of any date of determination with respect to any Lender, such Lender’s participation in the Letter of Credit Usage pursuant to Section 2.11(e) on such date. “Letter of Credit Fee” has the meaning specified therefor in Section 2.6(b) of this Agreement. “Letter of Credit Indemnified Costs” has the meaning specified therefor in Section 2.11(f) of this Agreement. “Letter of Credit Related Person” has the meaning specified therefor in Section 2.11(f) of this Agreement. “Letter of Credit Sublimit” means $20,000,000. “Letter of Credit Usage” means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Loan. “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing. “Line Cap” means, as of any date of determination, the lesser of (a) the Maximum Revolver Amount and (b) the Borrowing Base as of such date of determination. “Liquidity” means, as of any date of determination, the amount equal to the sum of (i) Excess Availability plus (ii) Qualified Cash, provided, that, in no event shall the amount of Qualified Cash included in the foregoing exceed 10% of the Line Cap as of any date of determination. “Loan” means any Revolving Loan, Swing Loan, Extraordinary Advance made (or to be made) hereunder. “Loan Account” has the meaning specified therefor in Section 2.9 of this Agreement. “Loan Documents” means this Agreement, the Control Agreements, any Borrowing Base Certificate, the Fee Letter, the Guaranty and Security Agreement, any Issuer Documents, the Letters of Credit, the Loan Manager Side Letter, any note or notes executed by Borrowers in connection with this Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any Loan Party or any of its Restricted Subsidiaries and any member of the Lender Group in connection with this Agreement (but specifically excluding Bank Product Agreements). “Loan Manager Side Letter” means that certain letter agreement between the Borrowers and Wells Fargo regarding the terms under which Wells Fargo will provide services to the Borrowers in respect of Wells Fargo’s proprietary automated loan management program.

 
-29- “Loan Party” means any Borrower or any Guarantor. “Macquarie” means Macquarie Energy North America Trading, Inc. and its affiliates. “Macquarie Independent Amount” means cash collateral posted by the Administrative Borrowers with Macquarie, provided that the aggregate amount of such cash collateral paid by the Borrowers to Macquarie shall not exceed the aggregate amount remitted or advanced by Macquarie to or for the benefit of the Borrowers in accordance with the Supply and Offtake Arrangements. “Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time. “Master Services Agreement” means the Master Services Agreement, dated as of November 18, 2021, by and between Administrative Borrower and Calumet Montana Refining, LLC, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. “Material Adverse Effect” means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or financial condition of the Loan Parties and their Restricted Subsidiaries, taken as a whole, (b) a material impairment of the Loan Parties’ and their Restricted Subsidiaries’ ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority of Agent’s Liens with respect to all or a material portion of the Collateral. “Maturity Date” means November 2, 2027. “Maximum Revolver Amount” means $90,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of this Agreement and increased by the amount of any Increase made in accordance with Section 2.14 of this Agreement. “Moody’s” has the meaning specified therefor in the definition of Cash Equivalents. “Non-Consenting Lender” has the meaning specified therefor in Section 14.2(a) of this Agreement. “Non-Defaulting Lender” means each Lender other than a Defaulting Lender. “Obligations” means (a) all loans (including the Revolving Loans (inclusive of Extraordinary Advances and Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to this Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by this Agreement

 
-30- or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Loan Party is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Bank Product Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding, the Obligations shall exclude any Excluded Swap Obligation. Without limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents include the obligation to pay (i) the principal of the Revolving Loans, (ii) interest accrued on the Revolving Loans, (iii) the amount necessary to reimburse Issuing Bank for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees) and charges, (v) Lender Group Expenses, (vi) fees payable under this Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in this Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding. “OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury. “Originating Lender” has the meaning specified therefor in Section 13.1(e) of this Agreement. “Other Connection Taxes” means, with respect to any Lender or Participant, Taxes imposed as a result of a present or former connection between such Lender or Participant and the jurisdiction imposing such Tax (other than connections arising from such Lender or Participant having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document). “Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment at the request of a Loan Party). “Overadvance” means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section 2.1 or Section 2.11 of this Agreement. “Parent” has the meaning specified therefor in the preamble to the Agreement. “Participant” has the meaning specified therefor in Section 13.1(e) of this Agreement. “Patent Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement. “Patriot Act” has the meaning specified therefor in Section 4.13 of this Agreement. “Payment Conditions” means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

 
-31- (a) no Default or Event of Default then exists or would arise as a result of the consummation of such Specified Transaction, (b) either (i) Excess Availability, (x) at all times during the 30 consecutive days immediately preceding the date of such proposed payment and the consummation of such Specified Transaction, calculated on a pro forma basis as if such proposed payment was made, and the Specified Transaction was consummated, on the first day of such period, and (y) after giving effect to such proposed payment and Specified Transaction, in each case, is not less than 17.50% of the Line Cap, or (ii) both (A) the Fixed Charge Coverage Ratio of the Loan Parties and their Restricted Subsidiaries is equal to or greater than 1.00:1.00 for the trailing 12 month period most recently ended for which financial statements are required to have been delivered to Agent pursuant to Schedule 5.1 to this Agreement (calculated on a pro forma basis as if such proposed payment is a Fixed Charge made on the last day of such 12 month period (it being understood that such proposed payment shall also be a Fixed Charge made on the last day of such 12 month period for purposes of calculating the Fixed Charge Coverage Ratio under this clause (ii) for any subsequent proposed payment to fund a Specified Transaction)), and (B) Excess Availability, (x) at all times during the 30 consecutive days immediately preceding the date of such proposed payment and the consummation of such Specified Transaction, calculated on a pro forma basis as if such proposed payment was made, and the Specified Transaction was consummated, on the first day of such period, and (y) after giving effect to such proposed payment and Specified Transaction, in each case, is not less than 15.0% of the Line Cap, and (c) Administrative Borrower has delivered a certificate to Agent certifying that all conditions described in clauses (a), (b), and (c) above have been satisfied. “Payment Recipient” has the meaning specified therefor in Section 17.16 of this Agreement. “Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. “Permitted Dispositions” means: (a) sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of the Loan Parties and their Restricted Subsidiaries, (b) sales of Inventory to buyers in the ordinary course of business (including, for the avoidance of doubt, sales of Inventory pursuant to the Supply and Offtake Arrangements), (c) the use or transfer of money or Cash Equivalents in a manner that is not otherwise prohibited by the terms of this Agreement or the other Loan Documents, (d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (e) the granting of Permitted Liens,

 
-32- (f) the sale or discount, in each case without recourse, of accounts receivable (other than Eligible Accounts) arising in the ordinary course of business, but only in connection with the compromise or collection thereof, (g) any involuntary loss, damage or destruction of property, (h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property, (i) the consignment, leasing or subleasing of assets of any Loan Party or its Restricted Subsidiaries in the ordinary course of business, and precautionary financing statement filings in connection with (i) transactions constituting a true sale of inventory, (ii) bailment, storage or similar arrangements in which a counterparty holds title to the assets that are the subject of such transaction, or (iii) consignment agreements, (j) the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Parent or Administrative Borrower, (k) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party or any of its Restricted Subsidiaries to the extent not material to the conduct of their business taken as a whole, or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material to the conduct of the business of the Loan Parties taken as a whole, and (B) such lapse is not materially adverse to the interests of the Lender Group, (l) the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement, (m) the making of Permitted Investments, including transfers of assets other than Collateral by a Loan Party to a Loan Party thereof, (n) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, transfers of assets (i) from any Loan Party or any of its Restricted Subsidiaries to a Loan Party, and (ii) from any Restricted Subsidiary of any Loan Party that is not a Loan Party to any other Restricted Subsidiary of any Loan Party, (o) dispositions of Equipment or Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, or (ii) the proceeds of such disposition are promptly applied within 365 days of such disposition to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral, or (p) sales or dispositions of fixed assets (including intangible property related to such fixed assets) not otherwise permitted in clauses (a) through (o) above so long as made at fair market value and the aggregate fair market value of all assets disposed of in fiscal year (including the proposed disposition) would not exceed $1,000,000. “Permitted Holder” means Calumet Specialty Products Partners, L.P.

 
-33- “Permitted Indebtedness” means: (a) Indebtedness in respect of the Obligations, (b) Indebtedness as of the Closing Date set forth on Schedule 4.14 to this Agreement and any Refinancing Indebtedness in respect of such Indebtedness, (c) [reserved], (d) Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit, (e) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with respect to Indebtedness of any Loan Party or one of its Restricted Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness, (f) Indebtedness of a Restricted Subsidiary acquired pursuant to a business acquisition otherwise permitted hereunder (or Indebtedness assumed by Loan Party pursuant to a business acquisition otherwise permitted hereunder as a result of a merger or consolidation, or the acquisition of property securing such Indebtedness), so long as such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such business acquisition; provided that if any of such Indebtedness matures prior to the Maturity Date and such Indebtedness has not been refinanced or defeased (it being acknowledged hereby that the refinancing thereof is expressly permitted hereby) within 60 days prior to its maturity date, Agent may, in its discretion, establish a Reserve with respect to such Indebtedness; and provided further that such Indebtedness shall be permitted only if (i) such Indebtedness is incurred during the period from the Closing Date to the first anniversary of the Closing Date and the total amount such Indebtedness incurred, together with the amount of Indebtedness incurred pursuant to clause (r) below during such period, does not exceed $20,000,000, or (ii) for the most recent trailing 12 month period immediately preceding the date on which such additional Indebtedness is incurred or issued for which financial statements have been delivered, (x) the Total Leverage Ratio of the Loan Parties and their Restricted Subsidiaries would have been 3.75 to 1.0 or less and (y) the Secured Leverage Ratio of the Loan Parties and their Restricted Subsidiaries would have been 2.00 to 1.0 or less, in each case determined on a pro forma basis as if the additional Indebtedness had been incurred or issued and the proceeds thereof applied as of the first day of such 12 month period; (g) Indebtedness incurred in the ordinary course of business under performance, surety, statutory, or appeal bonds, (h) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to any Loan Party or any of its Restricted Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,

 
-34- (i) the incurrence by any Loan Party or its Restricted Subsidiaries of Indebtedness under Hedge Agreements that is incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party’s or such Restricted Subsidiary’s operations and not for speculative purposes, (j) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so- called “purchase cards”, “procurement cards” or “p-cards”), or Cash Management Services, (k) unsecured Indebtedness of any Loan Party owing to employees, former employees, former officers, directors, or former directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase or redemption by such Loan Party of the Equity Interests of Parent” that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $2,000,000, and (iii) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions reasonably acceptable to Agent, (l) Permitted Purchase Money Indebtedness and Indebtedness arising out of any Sale Leaseback, including, for the avoidance of doubt, the Sale Leaseback Outstanding Obligations, in an aggregate amount outstanding not to exceed $400,000,000 at any time and any Refinancing Indebtedness in respect of such Indebtedness, (m) Indebtedness comprising Permitted Investments, (n) unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business, (o) Indebtedness incurred in connection with inventory structuring transactions in form and substance satisfactory to Agent in its Permitted Discretion (and to the extent constituting Indebtedness, obligations arising under Supply and Offtake Arrangements being deemed satisfactory hereby) of which the subject inventory will not exceed 750,000 barrels at any time, (p) customary obligations for indemnity claims and purchase price adjustments arising in connection with an agreement for the purchase or sale of a business unit, (q) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness that otherwise constitutes Permitted Indebtedness, (r) other unsecured Indebtedness or unsecured Subordinated Indebtedness, provided, that (i) the maturity date for such Indebtedness shall occur no earlier than the date six months after the Maturity Date, (ii) the principal amount of such Indebtedness shall not amortize by more than 1% during any twelve month period prior to the Maturity Date (excluding the effect of put rights, required tenders for such Indebtedness or other repayments or prepayments required upon the occurrence of a contingency (such as, by way of example and not by way of limitation, an event of default, the destruction of assets or a change of control)), and (iii) (1) such Indebtedness is incurred during the period from the Closing Date to the first anniversary of the Closing Date and the total amount such Indebtedness incurred, together with the amount of Indebtedness incurred pursuant to clause (f) above during such period, does not exceed

 
-35- $20,000,000, or (2) for the most recent trailing 12 month period immediately preceding the date on which such additional Indebtedness is incurred or issued for which financial statements have been delivered, the Total Leverage Ratio of the Loan Parties and their Restricted Subsidiaries would have been 3.75 to 1.0 or less, determined on a pro forma basis as if the additional Indebtedness had been incurred or issued and the proceeds thereof applied as of the first day of such 12 month period, together with Refining Indebtedness in respect of such Indebtedness, (s) Indebtedness incurred to finance the acquisition, design, engineering, installation or construction cost of equipment to produce sustainable aviation fuel in an amount at any time outstanding not to exceed $100,000,000 and Refinancing Indebtedness in respect of such Indebtedness, provided, that (i) the maturity date for such Indebtedness shall occur no earlier than the date six months after the Maturity Date and (ii) the principal amount of such Indebtedness shall not amortize by more than 2% during any twelve month period prior to the Maturity Date (excluding the effect of put rights, required tenders for such Indebtedness or other repayments or prepayments required upon the occurrence of a contingency (such as, by way of example and not by way of limitation, an event of default, the destruction of assets or a change of control)), and (t) other Indebtedness, provided, that (i) the maturity date for such Indebtedness shall occur no earlier than the date six months after the Maturity Date, (ii) the principal amount of such Indebtedness shall not amortize by more than 1% during any twelve month period prior to the Maturity Date (excluding the effect of put rights, required tenders for such Indebtedness or other repayments or prepayments required upon the occurrence of a contingency (such as, by way of example and not by way of limitation, an event of default, the destruction of assets or a change of control)), and (iii) such indebtedness shall be permitted only if (1) such Indebtedness is incurred during the period from the Closing Date to the first anniversary of the Closing Date, the total amount such Indebtedness incurred, together with the amount of Indebtedness incurred pursuant to clauses (f) and (r) above during such period, does not exceed $100,000,000, and the proceeds are used only for the payment or reimbursement of capital expenditures, or purchase of other assets useful in the business, or (2) for the most recent trailing 12 month period immediately preceding the date on which such additional Indebtedness is incurred or issued for which financial statements have been delivered, (x) the Total Leverage Ratio of the Loan Parties and the Restricted Subsidiaries would have been 3.75 to 1.0 or less and (y) the Secured Leverage Ratio of the Loan Parties and the Restricted Subsidiaries would have been 2.00 to 1.0, in each case determined on a pro forma basis as if the additional Indebtedness had been incurred or issued and the proceeds thereof applied as of the first day of such 12 month period, together with Refining Indebtedness in respect of such Indebtedness. “Permitted Intercompany Advances” means loans made by (a) a Loan Party to another Loan Party, (b) a Restricted Subsidiary of Borrower that is not a Loan Party to another Restricted Subsidiary of Borrower that is not a Loan Party, and (c) a Restricted Subsidiary of Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to an intercompany subordination agreement in form and substance reasonably satisfactory to Agent. “Permitted Investments” means: (a) Investments in cash and Cash Equivalents, (b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,

 
-36- (c) Advances, deposits and trade credit made or extended in connection with purchases of goods or services in the ordinary course of business, (d) Investments received in settlement of amounts due to any Loan Party or any of its Restricted Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Restricted Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Restricted Subsidiaries, (e) Investments (i) owned by any Loan Party or any of its Restricted Subsidiaries on the Closing Date and set forth on Schedule P-1 to this Agreement, (ii) consisting of advances or loans to directors, managers, officers, employees, agents, customers or suppliers in an aggregate principal amount not to exceed $2,000,000 at any time outstanding, and (iii) made by any Loan Party in any other Loan Party, (f) guarantees permitted under the definition of Permitted Indebtedness, (g) Permitted Intercompany Advances, (h) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or its Restricted Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims, (i) deposits of cash made in the ordinary course of business to secure performance of operating leases, (j) non-cash loans and advances to employees, officers, and directors of a Loan Party or any of its Restricted Subsidiaries for the purpose of purchasing Equity Interests in Administrative Borrower or Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in Administrative Borrower, (k) Investments resulting from entering into (i) Bank Product Agreements, (ii) to the extent constituting Investments, Hedging Agreements otherwise permitted to be incurred pursuant hereto or (iii) agreements relative to obligations permitted under clause (j) of the definition of Permitted Indebtedness, (l) Investments in the form of capital contributions and the acquisition of Equity Interests made by any Loan Party in any other Loan Party (other than capital contributions to or the acquisition of Equity Interests of Parent), (m) equity Investments by any Loan Party in any Subsidiary of such Loan Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law, (n) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed $5,000,000 during the term of this Agreement,

 
-37- (o) Investments consisting of Equity Interests arising from customary settlements of indemnity claims and purchase price adjustments in connection with an agreement for the purchase or sale of a business unit in a transaction permitted hereunder, and (p) other Acquisitions or Investments (including Investments in Unrestricted Subsidiaries) if the Payment Conditions are satisfied. “Permitted Liens” means: (a) Liens granted to, or for the benefit of, Agent to secure the Obligations, (b) Liens for unpaid Taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) are the subject of Permitted Protests, (c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under Section 8.3 of this Agreement, (d) Liens set forth on Schedule P-2 to this Agreement; provided, that to qualify as a Permitted Lien, any such Lien described on Schedule P-2 to this Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof, (e) the interests of lessors under operating leases (including precautionary Uniform Commercial Code filings in favor of a lessor or sublessor) and non-exclusive licensors under license agreements, and leases or subleases to other Persons to the extent that the disposition is permitted hereby, (f) purchase money Liens on fixed assets or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the fixed asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the fixed asset purchased or acquired or any Refinancing Indebtedness in respect thereof, (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, and other similar Liens imposed by law or pursuant to customary reservations or retentions of title (including for the avoidance of doubt Liens of sellers of goods to Loan Parties arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses), incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (h) Liens on amounts deposited to secure any Borrower’s and its Restricted Subsidiaries’ obligations in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, (i) Liens on amounts deposited to secure any Borrower’s and its Restricted Subsidiaries’ obligations in connection with the making or entering into of bids, tenders, contracts, statutory obligations or leases in the ordinary course of business and not in connection with the borrowing of money,

 
-38- (j) Liens on amounts deposited to secure any Borrower’s and its Restricted Subsidiaries’ reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business, (k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof, (l) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (m) Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness, (n) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business, (o) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness, (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (q) Liens securing inventory structuring transactions permitted by clause (o) of the definition of Permitted Indebtedness, subject at all times to an intercreditor agreement in form and substance satisfactory to Agent in its discretion (which intercreditor agreement shall provide that, among other things, Agent shall retain a first priority Lien on all Collateral), (r) Liens securing bona fide hedging of interest rate, commodity, or foreign currency risks associated with a Loan Party’s or its Restricted Subsidiary’s operations and not for speculative purposes permitted under clause (i) of the definition of Permitted Indebtedness; provided that (other than Obligations under Hedge Agreements which constitute Bank Products) (i) such Liens do not at any time attach to or encumber Property constituting Collateral, other than cash or Cash Equivalents not exceeding $1,000,000 in the aggregate amount at any time (after deducting the available amount of Letters of Credit posted in support of such Hedge Agreements) so long as such cash and cash collateral is not comingled with any other Collateral and not a part of the Qualified Cash, and (ii) if reasonably requested by Agent following notice of the intention of a Loan Party or a Restricted Subsidiary of a Loan Party to grant such a Lien, the counterparty to such Hedge Agreement shall have entered into an intercreditor agreement with Agent, in form and substance reasonably satisfactory to Agent, provided that no such intercreditor agreement shall be required for Liens on cash collateral permitted hereunder, (s) The Macquarie Independent Amount, (t) judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default,

 
-39- (u) rights of set-off, transaction netting or bankers’ liens, (i) upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business, and (ii) including Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (v) Liens on property acquired pursuant to a business acquisition permitted hereunder, or on the property of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to a business acquisition permitted hereunder and any renewals or extensions thereof, provided that (i) the property (or, in the case of fungible property, any replacement thereof) covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (other than for reasonable and customary transaction costs incurred in connection with such renewal or extension), and (iii) the direct or any contingent obligor with respect thereto is not changed; provided that (A) any Indebtedness that is secured by such Liens is otherwise permitted to exist hereunder, (B) such Liens existed at the time such Person became a Subsidiary and were not created in connection with, or in contemplation of, such business acquisition, (C) any such Liens either (1) do not attach to or encumber any property constituting Collateral or (2) are subordinate to Agent’s lien pursuant to an intercreditor agreement in form and substance satisfactory to Agent in its discretion (which intercreditor agreement shall provide that, among other things, Agent shall retain a first priority Lien on all Collateral) and (D) the amount of Indebtedness secured thereby is not increased; (w) Liens on equipment and proceeds thereof securing Indebtedness permitted to be incurred pursuant to clause (s) of the definition of Permitted Indebtedness; (x) Liens on property not constituting Collateral securing Indebtedness permitted to be incurred pursuant to clause (t) of the definition of Permitted Indebtedness; and (y) other Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations secured thereby does not exceed $5,000,000. “Permitted Protest” means the right of any Loan Party or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), Taxes (other than payroll taxes), or rental payment; provided, that (a) a reserve with respect to such obligation is established on such Loan Party’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by such Loan Party or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Agent’s Liens. “Permitted Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 90 days after, the acquisition or completion of any fixed assets for the purpose of financing all or any part of the acquisition, design, engineering, installation or construction cost thereof plus premiums and reasonable fees, costs and expenses related to such financing. “Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

 
-40- “Platform” has the meaning specified therefor in Section 17.9(c) of this Agreement. “Post-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement. “Pre-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement. “Pro Rata Share” means, as of any date of determination: (a) with respect to a Lender’s obligation to make all or a portion of the Revolving Loans, with respect to such Lender’s right to receive payments of interest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations and other matters related to the Revolver Commitments or the Revolving Loans, the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders, (b) with respect to a Lender’s obligation to participate in the Letters of Credit, with respect to such Lender’s obligation to reimburse Issuing Bank, and with respect to such Lender’s right to receive payments of Letter of Credit Fees, and with respect to all other computations and other matters related to the Letters of Credit, the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders; provided, that if all of the Revolving Loans have been repaid in full and all Revolver Commitments have been terminated, but Letters of Credit remain outstanding, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure of such Lender, by (B) the Letter of Credit Exposure of all Lenders, and (c) with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7 of this Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to Section 13.1; provided, that if all of the Loans have been repaid in full and all Commitments have been terminated, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure of such Lender, by (B) the Letter of Credit Exposure of all Lenders. “Projections” means Borrowers’ forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrowers’ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions. “Protective Advances” has the meaning specified therefor in Section 2.3(d)(i) of this Agreement. “Public Lender” has the meaning specified therefor in Section 17.9(c) of this Agreement. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

 
-41- “QFC Credit Support” has the meaning specified therefor in Section 17.15 of this Agreement. “Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Loan Parties and their Restricted Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, which Deposit Account or Securities Account is maintained with Wells Fargo and, from and after the 30th day following the Closing Date, which Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States. “Qualified Equity Interests” means and refers to any Equity Interests issued by Parent or Administrative Borrower (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest. “Real Property” means any estates or interests in real property now owned or hereafter acquired by any Loan Party or one of its Restricted Subsidiaries and the improvements thereto. “Receivable Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain with respect to the Eligible Accounts or the Maximum Revolver Amount. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. “Refinancing Indebtedness” means refinancings, renewals, replacements or extensions of Indebtedness so long as: (a) such refinancings, renewals, replacements or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto, (b) such refinancings, renewals, replacements or extensions do not result in a shortening of the final stated maturity or the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, replaced or extended, nor are they on terms or conditions (other than pricing and yield in respect of Indebtedness that does not constitute Sale Leaseback Outstanding Obligations) that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders, (c) if the Indebtedness that is refinanced, renewed, replaced or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, (d) if the Indebtedness that is refinanced, renewed, replaced or extended was unsecured, such refinancing, renewal or extension shall be unsecured, and (e) if the Indebtedness that is refinanced, renewed, replaced or extended was secured (i) such refinancing, renewal, or extension shall be secured by substantially the same or less collateral as

 
-42- secured such refinanced, renewed or extended Indebtedness on terms no less favorable to Agent or the Lender Group and (ii) the Liens securing such refinancing, renewal or extension shall not have a priority more senior than the Liens securing such Indebtedness that is refinanced, renewed or extended. “Related Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender. “Relevant Governmental Body” means the Board of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor thereto. “Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address the harm or potential harm of Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws. “Replacement Lender” has the meaning specified therefor in Section 2.13(b) of this Agreement. “Report” has the meaning specified therefor in Section 15.16 of this Agreement. “Required Lenders” means, at any time, Lenders having or holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, and (ii) at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required Lenders” must include at least two Lenders (who are not Affiliates of one another). “Reserves” means, as of any date of determination, Receivables Reserves, Bank Product Reserves and those other reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain with respect to the Borrowing Base or the Maximum Revolver Amount (including reserves with respect to (a) sums that any Loan Party or its Restricted Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as Taxes (including excise taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (b) amounts owing by any Loan Party or its Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other Taxes where given priority under applicable law) in and to such item of the Collateral) with respect to the Borrowing Base or the Maximum Revolver Amount. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 
-43- “Restricted Payment” means (a) any payment of any dividend or the making of any other payment or distribution, directly or indirectly, on account of Equity Interests issued by Administrative Borrower (including any payment in connection with any merger or consolidation involving Administrative Borrower) or to the direct or indirect holders of Equity Interests issued by Administrative Borrower in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Administrative Borrower), or (b) any purchase, redemption, making of any sinking fund or similar payment, or other acquisition or retirement for value (including in connection with any merger or consolidation involving Administrative Borrower) any Equity Interests issued by Administrative Borrower, or (c) any making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests Administrative Borrower now or hereafter outstanding. “Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary. “Revolver Commitment” means, with respect to each Revolving Lender, its Revolver Commitment, and, with respect to all Revolving Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Revolving Lender’s name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement, and as such amounts may be decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) hereof or increased in accordance with Section 2.14 hereof. “Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Revolving Loans (inclusive of Swing Loans and Protective Advances), plus (b) the amount of the Letter of Credit Usage. “Revolving Lender” means a Lender that has a Revolving Loan Exposure or Letter of Credit Exposure. “Revolving Loan Exposure” means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the Revolver Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate outstanding principal amount of the Revolving Loans of such Lender. “Revolving Loans” has the meaning specified therefor in Section 2.1(a) of this Agreement. “Sale Leaseback” means any transaction or series of related transactions pursuant to which Parent or any Borrower (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of. “Sale Leaseback Outstanding Obligations” means all Indebtedness, liabilities and obligations arising under (i) the Master Lease Agreement dated as of December 31, 2021, by and between Stonebriar Commercial Finance LLC, a Delaware limited liability company (“Stonebriar”), and its assignees, and Borrower, (ii) any equipment schedule or interim funding agreement executed in

 
-44- connection therewith as contemplated therein including, for the avoidance of doubt, (a) the Interim Funding Agreement dated as of December 31, 2021, between Stonebriar and Borrower, and (b) Equipment Schedule No. 2 dated as of August 5, 2022, between Stonebriar and Borrower, and (iii) the Interim Funding Agreement dated as of August 5, 2022, between Borrower and Stonebriar. “Sanctioned Entity” means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of comprehensive country Sanctions, including a target of any country sanctions program administered and enforced by OFAC. “Sanctioned Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above. “Sanctions” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any member of any Loan Party or any of their respective Subsidiaries. “S&P” has the meaning specified therefor in the definition of Cash Equivalents. “SEC” means the United States Securities and Exchange Commission and any successor thereto. “Secured Leverage Ratio” means, as of any date of determination the result of (a) the amount Consolidated Secured Indebtedness of the Loan Parties and their Restricted Subsidiaries as of such date, to (b) the EBITDA of the Loan Parties and their Restricted Subsidiaries for the most recent 12 month period for which financial statements have been delivered. “Securities Account” means a securities account (as that term is defined in the Code). “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute. “Settlement” has the meaning specified therefor in Section 2.3(e)(i) of this Agreement. “Settlement Date” has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.

 
-45- “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Loan” means each portion of a Revolving Loan that bears interest at a rate determined by reference to Daily Simple SOFR. “Solvent” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s debts (including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Specified Customers” means the customers of Borrower set forth on Schedule A-3 attached hereto, together with Affiliates of such customers to the extent such Affiliates’ obligations to Borrower are guaranteed by customers of Borrower set forth on Schedule A-3 attached hereto, as such schedule may be updated from time to time at Borrower’s request and in Agent’s sole discretion. “Specified Transaction” means, any disposition, Investment, prepayment of Indebtedness or Restricted Payment (or declaration of any prepayment or Restricted Payment). “Standard Letter of Credit Practice” means, for Issuing Bank, any domestic or foreign law or letter of credit practices applicable in the city in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit. “Subject Holder” has the meaning specified therefor in Section 2.4(e)(v) of this Agreement. “Subordinated Indebtedness” means any Indebtedness of any Loan Party or its Restricted Subsidiaries incurred from time to time that is subordinated in right of payment to the Obligations and is subject to a Subordination Agreement or contains terms and conditions of subordination that are acceptable to Agent. “Subordination Agreement” means a subordination agreement, in form and substance acceptable to Agent, duly executed by the holder of any Indebtedness.

 
-46- “Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity. “Supermajority Lenders” means, at any time, Revolving Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan Exposure of all Revolving Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Supermajority Lenders, and (ii) at any time there are two or more Revolving Lenders (who are not Affiliates of one another or Defaulting Lenders), “Supermajority Lenders” must include at least two Revolving Lenders (who are not Affiliates of one another or Defaulting Lenders). “Supply and Offtake Arrangements” means the contractual arrangements between any one or more Loan Parties on the one hand and Macquarie Energy North America Trading, Inc. or any of its affiliates on the other hand. “Supported QFC” has the meaning specified therefor in Section 17.15 of this Agreement. “Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. “Swing Lender” means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(b) of this Agreement. “Swing Loan” has the meaning specified therefor in Section 2.3(b) of this Agreement. “Swing Loan Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the Swing Loans on such date. “Tax Lender” has the meaning specified therefor in Section 14.2(a) of this Agreement. “Taxes” means any taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees, or other charges now or hereafter imposed by any jurisdiction or by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto. “Total Leverage Ratio” means, as of any date of determination the result of (a) the amount Consolidated Total Indebtedness of the Loan Parties and their Restricted Subsidiaries as of such date, to (b) the EBITDA of the Loan Parties and their Restricted Subsidiaries for the most recent 12 month period for which financial statements have been delivered. “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Bank for use. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain

 
-47- credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Unfinanced Capital Expenditures” means Capital Expenditures (a) not financed with the proceeds of any incurrence of Indebtedness (other than the incurrence of any Revolving Loans), the proceeds of any sale or issuance of Equity Interests or equity contributions, the proceeds of any asset sale (other than the sale of Inventory in the ordinary course of business) or any insurance proceeds, and (b) that are not reimbursed by a third person (excluding any Loan Party or any of its Affiliates) in the period such expenditures are made pursuant to a written agreement. “United States” means the United States of America. “Unrestricted Subsidiary” means any Subsidiary of a Loan Party that is not a Borrower and is designated by Administrative Borrower after the Closing Date as an Unrestricted Subsidiary hereunder by written notice to the Agent; provided, that, Administrative Borrower shall only be permitted to so designate such Subsidiary as an Unrestricted Subsidiary if (a) on the date of and immediately after giving effect to such designation, no Default or Event of Default has occurred and is continuing or would result therefrom, (b) on the date of and immediately after giving effect to such designation, the Payment Conditions shall have been satisfied, (c) transfers to, and Investments in, Unrestricted Subsidiaries are in the form of cash and Cash Equivalents, (d) the fair market value of Investments in such Subsidiary will constitute Permitted Investments at the time of its designation as an Unrestricted Subsidiary, (e) no Loan Party shall have any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary except to the extent permitted as to any unaffiliated Person under the terms of this Agreement, (f) such Subsidiary shall have been designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any applicable Indebtedness permitted to be incurred hereby and shall not be designated a Loan Party or “restricted subsidiary” for purposes of any other Indebtedness of the Loan Parties or any Restricted Subsidiaries, and (g) Agent shall have received an officer’s certificate executed by a senior financial officer of Administrative Borrower, certifying compliance with the requirements of preceding clauses (a) through (f). “Unused Line Fee” has the meaning specified therefor in Section 2.10(b) of this Agreement. “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.3(a), 2.3(c) and 2.12(b), in each case, such day is also a Business Day. “U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the IRC.

 
-48- “U.S. Special Resolution Regimes” has the meaning specified therefor in Section 17.15 of this Agreement. “Voidable Transfer” has the meaning specified therefor in Section 17.8 of this Agreement. “Wells Fargo” means Wells Fargo Bank, National Association, a national banking association. “Wells Letter Agreement” means the Acknowledgment Agreement, dated as of the date hereof, by and between the Agent and Macquarie Energy North America Trading, Inc., and acknowledged and agreed to by Montana. “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. 1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

 
-49- 1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. 1.4 Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record. Any officer a Loan Party executing any Loan Document or any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as an officer on behalf of the Parent or such Loan Party, as applicable, and not in any individual capacity. 1.5 Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Eastern standard time or Eastern daylight

 
-50- saving time, as in effect in New York, New York on such day. For purposes of the computation of a period of time from a specified date to a later specified date, unless otherwise expressly provided, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided, that with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day. 1.6 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference. 1.7 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. 1.8 Rates. Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to Daily Simple SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.12, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Daily Simple SOFR, or any other Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Conforming Changes. Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Daily Simple SOFR, or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to a Borrower. Agent may select information sources or services in its reasonable discretion to ascertain Daily Simple SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. 1.9 Pro Forma Calculations; Fixed Charge Coverage Ratio Calculation. For purposes of calculations of the Fixed Charge Coverage Ratio, Total Leverage Ratio, and Secured Leverage Ratio hereunder (including without limitation for purposes of the financial covenants set forth in Section 7), (a) after consummation of any disposition of a business unit, division or Person permitted hereunder (i) income statement items (whether positive or negative) and Capital Expenditures attributable to the property disposed of shall be excluded and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) after consummation of any business Acquisition permitted hereunder (i) income statement items (whether positive or negative) and Capital Expenditures attributable to the Person or property acquired shall, to the extent not otherwise included in such income statement items for Loan Parties in accordance with GAAP or in accordance with any defined terms set forth in Section 1.1, be included to the extent relating to any period applicable in such calculations, (ii) to the extent not retired in connection with such Acquisition, Indebtedness of the

 
-51- Person or Property acquired shall be deemed to have been incurred as of the first day of the applicable period, and (iii) any pro forma expense or cost reductions in connection with such business acquisition that have occurred or are reasonably expected to occur within the 12 months immediately following such Acquisition or Investment shall be given pro forma effect, provided, that, (A) such expenses or cost reductions (x) have been certified by the Chief Financial Officer of Administrative Borrower as having been prepared in good faith based upon reasonable assumptions and (y) are based on reasonably detailed written assumptions reasonably acceptable to Agent and (B) the aggregate amount of all such expenses and cost reductions, together with addbacks to EBITDA pursuant to clause (c)(xii) of the definition thereof, shall not exceed, for any 12 month period, 10% of EBITDA after giving effect to the inclusion of such amounts. 2. LOANS AND TERMS OF PAYMENT. 2.1 Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Blenders Tax Credit Accounts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner

 
-52- and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers. Agent shall notify Borrowers at least 3 Business Days prior to the date on which any such reserve is to be established or increased; provided, that (A) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve as set forth in such notice; (B) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; (C) no such prior notice shall be required during the continuance of any Event of Default, (D) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent’s Liens on the Collateral, and (E) no such prior notice shall be required if, in the good faith determination of Agent, it is necessary to act sooner to preserve or protect the Collateral or its value or the rights of Agent therein or to otherwise address any event, condition or circumstance that, in the good faith judgment of Agent, is reasonably likely to cause a diminution in value of the Collateral or to threaten the ability to realize upon any portion of the Collateral. 2.2 [Reserved]. 2.3 Borrowing Procedures and Settlements. (a) Procedure for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent (which may be delivered through Agent’s electronic platform or portal) and received by Agent no later than 11:00 a.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan and (ii) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Revolving Loan; provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day. All Borrowing requests which are not made on-line via Agent’s electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Agent’s authentication process (with results satisfactory to Agent) prior to the funding of any such requested Revolving Loan. (b) Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $9,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed

 
-53- the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans. (c) Making of Revolving Loans. (i) In the event that Swing Lender is not obligated to make a Swing Loan and elects not to do so or a Borrower makes a request for a Revolving Loan (other than a Swing Loan), then after receipt of a request for a Borrowing pursuant to Section 2.3(a)(i), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day that is at least one Business Day prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Revolving Loan, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would cause Revolver Usage to exceed the Availability on such Funding Date. (ii) Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrowers such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrowers such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Revolving Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s

 
-54- account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing. (d) Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”). (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more than 10% of the Borrowing Base, and (B) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by this Section 2.3(d), regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Loans to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder. Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account. Each Revolving Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender’s Pro Rata Share of any Extraordinary Advance. The Extraordinary Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

 
-55- (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or any Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments; provided that Agent may make Extraordinary Advances in excess of the foregoing limitations so long as such Extraordinary Advances that cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments are for Agent’s sole and separate account and not for the account of any Lender. No Lender shall have an obligation to settle with Agent for such Extraordinary Advances that cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments as provided in Section 2.3(e) (or Section 2.3(g), as applicable). (e) Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans (including Swing Loans and Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to any Loan Party’s or any of their Restricted Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans (including Swing Loans and Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to

 
-56- recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Revolving Loans (including Swing Loans and Extraordinary Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of the Loan Parties or their Restricted Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g). (f) Notation. Consistent with Section 13.1(h), Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount and stated interest of the Revolving Loans, owing to each Lender, including the Swing Loans owing to Swing Lender, and Extraordinary Advances owing to Agent, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate. (g) Defaulting Lenders. (i) Notwithstanding the provisions of Section 2.4(b)(iii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to Agent to the extent of any Extraordinary Advances that were made by Agent

 
-57- and that were required to be, but were not, paid by Defaulting Lender, (B) second, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (C) third, to Issuing Bank, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (D) fourth, to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (E) fifth, in Agent’s sole discretion, to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.2) as if such Defaulting Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (F) sixth, from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(iii). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Bank, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to Borrowers). The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to Agent, Issuing Bank, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender (if other than an Eligible Transferee) to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual,

 
-58- irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern. (ii) If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then: (A) such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’ Pro Rata Share of Revolver Usage plus such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolver Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), and (y) second, cash collateralize such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Agent, for so long as such Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any Defaulting Lender’s Letter of Credit Exposure if such Defaulting Lender is also Issuing Bank; (C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section 2.3(g)(ii), Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender’s Letter of Credit Exposure during the period such Letter of Credit Exposure is cash collateralized; (D) to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii), then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non- Defaulting Lenders’ Letter of Credit Exposure; (E) to the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(g)(ii), then, without prejudice to any rights or remedies of Issuing Bank or any Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion of such Letter of Credit Exposure shall instead be payable to Issuing Bank until such portion of such Defaulting Lender’s Letter of Credit Exposure is cash collateralized or reallocated; (F) so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender’s Pro Rata Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii), or (y) the Swing Lender or Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing Lender or Issuing Bank, as applicable, and Borrowers to eliminate the Swing Lender’s or Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Swing Loans or Letters of Credit; and

 
-59- (G) Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to Issuing Bank and Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement that is not reimbursed by Borrowers pursuant to Section 2.11(d). Subject to Section 17.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non- Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (h) Independent Obligations. All Revolving Loans (other than Swing Loans and Extraordinary Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder. 2.4 Payments; Reductions of Commitments; Prepayments. (a) Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (b) Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account

 
-60- or for the separate account of Issuing Bank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. (ii) Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (iii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the terms of Section 2.4(d)(iv), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full, (C) third, to pay interest due in respect of all Protective Advances, until paid in full, (D) fourth, to pay the principal of all Protective Advances, until paid in full, (E) fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full, (F) sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents, until paid in full, (G) seventh, to pay interest accrued in respect of the Swing Loans, until paid in full, (H) eighth, to pay the principal of all Swing Loans, until paid in full, (I) ninth, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances and Swing Loans), until paid in full, (J) tenth, ratably i. ratably, to pay the principal of all Revolving Loans (other than Protective Advances and Swing Loans), until paid in full, ii. to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the

 
-61- account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 103% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof), iii. ratably to (y) the Bank Product Providers based upon amounts then certified by each applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Provider on account of Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof, (K) eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders, (L) twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and (M) thirteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (iv) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e). (v) In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(ii) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. (vi) For purposes of Section 2.4(b)(iii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vii) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then

 
-62- the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern. (c) Reduction of Commitments. (i) Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof pursuant to the terms of this Agreement. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount not less than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than five (5) Business Days prior written notice to Agent, and shall be irrevocable, provided, that, (x) a notice of reduction of the Revolver Commitments pursuant to this Section 2.4(c) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked or modified by Administrative Borrower (by notice to Agent on or prior to the specified date of reduction) if such condition is not satisfied (in which case, a new notice shall be required to be sent in connection with any subsequent reduction) and (y) the Administrative Borrower may extend the date of reduction at any time with the consent of Agent. The Revolver Commitments, once reduced, may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of Governors. (ii) [Reserved]. (d) Optional Prepayments. (i) Revolving Loans. Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or penalty. (ii) [Reserved]. (e) Mandatory Prepayments. (i) Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall promptly, but in any event within one (1) Business Day, prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess. (ii) [Reserved].

 
-63- (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (f) Application of Payments. (i) Each prepayment pursuant to Section 2.4(e)(i) shall, (1) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 103% of the then outstanding Letter of Credit Usage, and (2) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii). (ii) [Reserved]. 2.5 Promise to Pay; Promissory Notes. (a) Borrowers agree to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the applicable Lender Group Expenses were first incurred, or (ii) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained in the first sentence of this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations. Upon the request of Administrative Borrower, Agent will provide Administrative Borrower with copies of invoices (which may be summary invoices) that Administrative Agent receives from third parties that include amounts constituting Lender Group Expenses. (b) Any Lender may request that any portion of its Commitments or the Loans made by it be evidenced by one or more promissory notes. In such event, Borrowers shall execute and deliver to such Lender the requested promissory notes payable to the order of such Lender in a form furnished by Agent and reasonably satisfactory to Borrowers. Thereafter, the portion of the Commitments and Loans evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein. 2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations. (a) Interest Rates. Except as provided in Section 2.6(c) and Section 2.12, all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to Daily Simple SOFR plus the Applicable Margin.

 
-64- (b) Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section 2.11(k)) that shall accrue at a per annum rate equal to 1.75% times the average amount of the Letter of Credit Usage during the immediately preceding month. (c) Default Rate. (i) Automatically upon the occurrence and during the continuation of an Event of Default under Section 8.4 or 8.5 and (ii) upon the occurrence and during the continuation of any other Event of Default (other than an Event of Default under Section 8.4 or 8.5), at the direction of Agent or the Required Lenders, and upon written notice by Agent to Borrowers of such direction (provided, that such notice shall not be required for any Event of Default under Section 8.1), (A) all Loans and all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to two percentage points above the per annum rate otherwise applicable thereunder, and (B) the Letter of Credit Fee shall be increased to two (2) percentage points above the per annum rate otherwise applicable hereunder. (d) Payment. Except to the extent provided to the contrary in Section 2.10 or Section 2.11(k), (i) all interest and all other fees payable hereunder or under any of the other Loan Documents (other than Letter of Credit Fees) shall be due and payable, in arrears, on the first day of each month (ii) all Letter of Credit Fees payable hereunder, and all fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k) shall be due and payable, in arrears, on the first Business Day of each month, and (iii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all other Lender Group Expenses shall be due and payable on (x) with respect to Lender Group Expenses outstanding as of the Closing Date, the Closing Date, and (y) otherwise, the earlier of (A) the first Business Day of the month following the date on which Administrative Borrower receives notice that the applicable costs, expenses, or Lender Group Expenses were first incurred, or (B) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrowers hereby authorize Agent, from time to time without prior notice to Borrowers, to charge to the Loan Account (A) on the first day of each month, all interest accrued during the prior month on the Revolving Loans hereunder, (B) on the first Business Day of each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 2.10(a) or (c), (D) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.10(b), (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred or accrued, all other Lender Group Expenses, and (G) as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder. (e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event Daily Simple SOFR (or the Base Rate under Section 2.12, if applicable) is changed from time to time hereafter, the rates of interest hereunder based upon Daily Simple SOFR (or the Base Rate under Section 2.12, if applicable) automatically and

 
-65- immediately shall be increased or decreased by an amount equal to such change in Daily Simple SOFR (or, the Base Rate under Section 2.12, if applicable). (f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess. 2.7 Crediting Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available funds made to Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 1:30 p.m. If any payment item is received into Agent’s Account on a non- Business Day or after 1:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day. 2.8 Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Bank is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d). Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account. 2.9 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which Borrowers will be charged with all Revolving Loans (including Extraordinary Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued or arranged by Issuing Bank for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers’ account. Agent shall make available to Borrowers monthly statements regarding the Loan Account, including the principal amount of the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after Agent first makes such a statement available to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in such statement.

 
-66- 2.10 Fees. (a) Agent Fees. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter. (b) Unused Line Fee. Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee (the “Unused Line Fee”) in an amount equal to the Applicable Unused Line Fee Percentage per annum times the result of (i) the aggregate amount of the Revolver Commitments, less (ii) the Average Revolver Usage during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable, in arrears, on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the Obligations are paid in full and on the date on which the Obligations are paid in full. (c) Field Examination and Other Fees. Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, including (i) Agent’s customary field examiner fees, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Restricted Subsidiaries performed by or on behalf of Agent, and (ii) the reasonable and documented fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof. 2.11 Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested standby Letter of Credit or a sight commercial Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment or extension of any outstanding Letter of Credit, shall be (i) irrevocable and made in writing by an Authorized Person, (ii) delivered to Agent and Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Agent and Issuing Bank and reasonably in advance of the requested date of issuance, amendment, or extension, and (iii) subject to Issuing Bank’s authentication procedures with results satisfactory to Issuing Bank. Each such request shall be in form and substance reasonably satisfactory to Agent and Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment or extension, identification of the Letter of Credit to be so amended or extended) as shall be necessary to prepare, amend, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters of Credit in similar circumstances. Issuing Bank’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of a Loan Party or one of its Subsidiaries in respect of (x) a lease of real property to the extent that the face amount of such Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (y) an employment contract to the extent that the face amount of such Letter of Credit exceeds the highest compensation payable under such contract for a period of one year.

 
-67- (b) Issuing Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested issuance: (i) the Letter of Credit Usage would exceed the Letter of Credit Sublimit, or (ii) [reserved]; or (iii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans (including Swing Loans), or (iv) the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the Revolving Loans (inclusive of Swing Loans) at such time. (c) In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, Issuing Bank shall not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii), or (ii) Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Bank’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally, Issuing Bank shall have no obligation to issue or extend a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank refrain from the issuance of letters of credit generally or such Letter of Credit in particular, or (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of Credit will not or may not be in United States Dollars. (d) Any Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day prior to the Business Day on which such Issuing Bank issues any Letter of Credit. In addition, each Issuing Bank (other than Wells Fargo or any of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit issued by such Issuing Bank during the prior calendar week. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Bank, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the Business Day such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Revolving Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Loan hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Bank shall be automatically converted into an obligation to pay the resulting Revolving Loan, and no Default or Event of Default shall result solely from Borrower's failure to repay such disbursement as required by the immediately preceding sentence. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Bank or, to the extent that Revolving

 
-68- Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing Bank, then to such Revolving Lenders and Issuing Bank as their interests may appear. (e) Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(d), each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(d) on the same terms and conditions as if Borrowers had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Bank the amounts so received by it from the Revolving Lenders. By the issuance of a Letter of Credit (or an amendment or extension of a Letter of Credit) and without any further action on the part of Issuing Bank or the Revolving Lenders, Issuing Bank shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Bank, in an amount equal to its Pro Rata Share of such Letter of Credit, and each such Revolving Lender agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of any Letter of Credit Disbursement made by Issuing Bank under the applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of each Letter of Credit Disbursement made by Issuing Bank and not reimbursed by Borrowers on the date due as provided in Section 2.11(d), or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Bank elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Bank, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Revolving Lender fails to make available to Agent the amount of such Revolving Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Revolving Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (f) Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including Issuing Bank, a “Letter of Credit Related Person”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any such Letter of Credit Related Person (other than Taxes, which shall be governed by Section 16) (the “Letter of Credit Indemnified Costs”), and which arise out of or in connection with, or as a result of: (i) any Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender or endorsement (or lack thereof) of any Drawing Document at any time(s) held by any such Letter of Credit Related Person in connection with any Letter of Credit;

 
-69- (iii) any action or proceeding arising out of, or in connection with, any Letter of Credit (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit; (iv) any independent undertakings issued by the beneficiary of any Letter of Credit; (v) any unauthorized instruction or request made to Issuing Bank in connection with any Letter of Credit or requested Letter of Credit, or any error, omission, interruption or delay in such instruction or request, whether transmitted by mail, courier, electronic transmission, SWIFT, or any other telecommunication including communications through a correspondent; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Letter of Credit Related Person; (ix) any prohibition on payment or delay in payment of any amount payable by Issuing Bank to a beneficiary or transferee beneficiary of a Letter of Credit arising out of Anti- Corruption Laws, Anti-Money Laundering Laws, or Sanctions; (x) Issuing Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (xi) any foreign language translation provided to Issuing Bank in connection with any Letter of Credit; (xii) any foreign law or usage as it relates to Issuing Bank’s issuance of a Letter of Credit in support of a foreign guaranty including the expiration of such guaranty after the related Letter of Credit expiration date and any resulting drawing paid by Issuing Bank in connection therewith; or (xiii) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of the Letter of Credit Related Person; provided, that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through (xiii) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity. Borrowers hereby agree to pay the Letter of Credit Related Person claiming indemnity on demand from time to time all amounts owing under this Section 2.11(f). If and to the extent that the obligations of Borrowers under this Section 2.11(f) are unenforceable for any reason, Borrowers agree to

 
-70- make the maximum contribution to the Letter of Credit Indemnified Costs permissible under applicable law. This indemnification provision shall survive termination of this Agreement and all Letters of Credit. (g) The liability of Issuing Bank (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by Borrowers that are caused directly by Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit, or (iii) retaining Drawing Documents presented under a Letter of Credit. Borrowers’ aggregate remedies against Issuing Bank and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrowers to Issuing Bank in respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d), plus interest at the rate then applicable to Revolving Loans hereunder. Borrowers shall take action to avoid and mitigate the amount of any damages claimed against Issuing Bank or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrowers under or in connection with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by Borrowers as a result of the breach or alleged wrongful conduct complained of, and (y) the amount (if any) of the loss that would have been avoided had Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing Issuing Bank to effect a cure. (h) Borrowers are responsible for the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by Borrowers. Borrowers understand that the final form of any Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate by Issuing Bank, and Borrowers hereby consent to such revisions and changes not materially different from the application executed in connection therewith. Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’ purposes. If Borrowers request Issuing Bank to issue a Letter of Credit for an affiliated or unaffiliated third party (an “Account Party”), (i) such Account Party shall have no rights against Issuing Bank; (ii) Borrowers shall be responsible for the application and obligations under this Agreement; and (iii) communications (including notices) related to the respective Letter of Credit shall be among Issuing Bank and Borrowers. Borrowers will examine the copy of the Letter of Credit and any other documents sent by Issuing Bank in connection therewith and shall promptly notify Issuing Bank (not later than three (3) Business Days following Borrowers’ receipt of documents from Issuing Bank) of any non-compliance with Borrowers’ instructions and of any discrepancy in any document under any presentment or other irregularity. Borrowers understand and agree that Issuing Bank is not required to extend the expiration date of any Letter of Credit for any reason. With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, Issuing Bank, in its sole and absolute discretion, may give notice of non- extension of such Letter of Credit and, if Borrowers do not at any time want the then current expiration date of such Letter of Credit to be extended, Borrowers will so notify Agent and Issuing Bank at least 30 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such Letter of Credit (or such shorter period as the Issuing Bank may agree in writing in its sole discretion).

 
-71- (i) Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including: (i) any lack of validity, enforceability or legal effect of any Letter of Credit, any Issuer Document, this Agreement, or any Loan Document, or any term or provision therein or herein; (ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit; (iii) Issuing Bank or any of its branches or Affiliates being the beneficiary of any Letter of Credit; (iv) Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit; (v) the existence of any claim, set-off, defense or other right that any Loan Party or any of its Subsidiaries may have at any time against any beneficiary or transferee beneficiary, any assignee of proceeds, Issuing Bank or any other Person; (vi) Issuing Bank or any correspondent honoring a drawing upon receipt of an electronic presentation under a Letter of Credit requiring the same, regardless of whether the original Drawing Documents arrive at Issuing Bank’s counters or are different from the electronic presentation; (vii) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2.11(i), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with, any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or (viii) the fact that any Default or Event of Default shall have occurred and be continuing; provided, that subject to Section 2.11(g) above, the foregoing shall not release Issuing Bank from such liability to Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against Issuing Bank following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of Borrowers to Issuing Bank arising under, or in connection with, this Section 2.11 or any Letter of Credit. (j) Without limiting any other provision of this Agreement, Issuing Bank and each other Letter of Credit Related Person (if applicable) shall not be responsible to Borrowers for, and Issuing Bank’s rights and remedies against Borrowers and the obligation of Borrowers to reimburse Issuing Bank for each drawing under each Letter of Credit shall not be impaired by:

 
-72- (i) honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary; (ii) honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new name of the beneficiary; (iii) acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit; (iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Issuing Bank’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Letter of Credit); (v) acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good faith believes to have been given by a Person authorized to give such instruction or request; (vi) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to any Borrower; (vii) any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit relates; (viii) assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement that any Drawing Document be presented to it at a particular hour or place; (ix) payment to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it; (x) acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Bank has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be; (xi) honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Issuing Bank if subsequently Issuing Bank or any court or other finder of fact determines such presentation should have been honored; (xii) dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or

 
-73- (xiii) honor of a presentation that is subsequently determined by Issuing Bank to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons. (k) Borrowers shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k)): (i) a fronting fee which shall be imposed by Issuing Bank equal to 0.125% per annum times the average amount of the Letter of Credit Usage during the immediately preceding month (or portion thereof), plus (ii) any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing Bank, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, extensions or cancellations). (l) If by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto): (i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or any Loans or obligations to make Loans hereunder or hereby, or (ii) there shall be imposed on Issuing Bank or any other member of the Lender Group any other condition regarding any Letter of Credit, Loans, or obligations to make Loans hereunder, and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Bank or any other member of the Lender Group of issuing, making, participating in, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Bank or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Loans hereunder; provided, that (A) Borrowers shall not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrowers, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(l), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. (m) Each standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such Letter of Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration; provided further, that with respect to any Letter of Credit which extends beyond the

 
-74- Maturity Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is five Business Days prior to the Maturity Date. Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after the date of the issuance of such commercial Letter of Credit and (ii) five Business Days prior to the Maturity Date. (n) If (i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the Business Day following the date when Administrative Borrower receives notice from Agent or the Required Lenders (or, if the maturity of the Obligations has been accelerated, Revolving Lenders with Letter of Credit Exposure representing greater than 50% of the total Letter of Credit Exposure) demanding Letter of Credit Collateralization pursuant to this Section 2.11(n) upon such demand, Borrowers shall provide Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage. If Borrowers fail to provide Letter of Credit Collateralization as required by this Section 2.11(n), the Revolving Lenders may (and, upon direction of Agent, shall) advance, as Revolving Loans the amount of the cash collateral required pursuant to the Letter of Credit Collateralization provision so that the then existing Letter of Credit Usage is cash collateralized in accordance with the Letter of Credit Collateralization provision (whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 3 are satisfied). (o) Unless otherwise expressly agreed by Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. (p) Issuing Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. (q) In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern. (r) The provisions of this Section 2.11 shall survive the termination of this Agreement and the repayment in full of the Obligations with respect to any Letters of Credit that remain outstanding. (s) At Borrowers’ costs and expense, Borrowers shall execute and deliver to Issuing Bank such additional certificates, instruments or documents and take such additional action as may be reasonably requested by Issuing Bank to enable Issuing Bank to issue any Letter of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise or enforce Issuing Banks’ rights and interests under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document. Each Borrower irrevocably appoints Issuing Bank as its attorney-in-fact and authorizes Issuing Bank, without notice to Borrowers, to execute and deliver ancillary documents and letters customary in the letter of credit business that may include but are not limited to advisements, indemnities, checks, bills of exchange and issuance documents. The power of attorney granted by the Borrowers is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit business. This appointment is coupled with an interest.

 
-75- 2.12 Special Provisions Applicable to SOFR. (a) Illegality; Market Conditions. Notwithstanding anything to the contrary contained herein, subject to the provisions set forth in Section 2.12(d) below, if (a) any Change in Law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for Lender to make or maintain a SOFR Loan or to maintain the Commitment with respect to a SOFR Loan, or to determine or charge interest rates based on Daily Simple SOFR or SOFR or (b) Agent determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that Daily Simple SOFR cannot be determined pursuant to the definition thereof other than as a result of a Benchmark Transition Event, then Agent shall give notice thereof to a Borrowers and may (A) declare that SOFR Loans will not thereafter be made by Agent and the Lenders, such that any request for a SOFR Loan shall be deemed to be a request for a Base Rate Loan unless Agent’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or (b) above) and (B) require that all outstanding SOFR Loans made by Agent and the Lenders be converted to Base Rate Loans immediately, in which event all outstanding SOFR Loans shall be so converted and all Obligations (except for the undrawn amount of any issued and outstanding Letters of Credit) shall bear interest at the Base Rate in effect from time to time, plus the Base Rate Margin. (b) Increased Costs. If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Agent or any Lender; (b) subject Agent or any Lender to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, and (iii) Connection Income Taxes), with respect to any Loan Document or any SOFR Loan made by it; or (c) impose on Agent or any Lender any other condition, cost or expense affecting any Loan Document or SOFR Loans, and the result of any of the foregoing shall be to increase the cost to Lender of making or maintaining any SOFR Loan (or of maintaining its obligation to make any such Revolving Loan), or to increase the cost to Agent or any Lender or to reduce the amount of any sum received or receivable by Agent or such Lender hereunder (whether of principal, interest or any other amount) then, upon request of Agent, each Borrower will pay to Agent, for the benefit of the Lenders, such additional amount or amounts as will compensate Agent and the Lenders, as the case may be, for such additional costs incurred or reduction suffered. (c) Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after Agent has posted such proposed amendment to all affected Lenders and Administrative Borrower so long as Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. (ii) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

 
-76- (iii) Notices; Standard for Decisions and Determinations. Agent will promptly notify Administrative Borrower and Lenders of (a) the implementation of any Benchmark Replacement and (b) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Agent or Lenders pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in Agent’s sole discretion and without consent from any Loan Party, except, in each case, as expressly required pursuant to this Section 2.12. (iv) Benchmark Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Agent may (i) declare that SOFR Loans will not thereafter be made by Agent or any Lender, such that any request for a SOFR Loan from Agent or any Lender shall be deemed to be a request for a Loan bearing interest at the Base Rate and (ii) require that all outstanding SOFR Loans made by Agent be converted to a Loan bearing interest at the Base Rate immediately, in which event all outstanding SOFR Loans shall be so converted and shall bear interest at the Base Rate in effect from time to time, plus the Base Rate Margin. The Base Rate in effect from time to time plus the Base Rate Margin shall replace the then-current Benchmark for any determination of interest hereunder or under any other Loan Document during a Benchmark Unavailability Period. (d) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to match fund any Obligation as to which interest accrues at Daily Simple SOFR. 2.13 Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof in writing. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred as a result of a Change in

 
-77- Law, guideline, request or directive occurring or issued more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If Issuing Bank or any Lender requests additional or increased costs referred to in Sections 2.11(l) or 2.12 or amounts under Section 2.13(a) or sends a notice under Section 2.12 regarding changed circumstances (such Issuing Bank or Lender, an “Affected Lender”), then, at the request of Administrative Borrower, such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(l), Section 2.12, or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining SOFR Loans, and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(l), Section 2.12, or Section 2.13(a), as applicable, or to enable Borrowers to obtain SOFR Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.11(l), Section 2.12, or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.11(l), Section 2.12, or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain SOFR Loans, may designate a different Issuing Bank or substitute a Lender or prospective Lender, in each case, reasonably acceptable to Agent to purchase the Obligations (other than Bank Product Obligations) owed to such Affected Lender and such Affected Lender’s commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement and such Affected Lender shall cease to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement. (c) Notwithstanding anything herein to the contrary, the protection of Sections 2.11(l), 2.12(c), and 2.13 shall be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for similarly situated issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. 2.14 Incremental Facilities. (a) At any time during the period from and after the Closing Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and

 
-78- the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Without limiting the foregoing, Agent shall, upon Administrative Borrower’s request, invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than four (4) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $15,000,000. (b) Without limiting the foregoing, each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, it being understood that no Lender is required to give such consent and such consent shall be provided in the sole discretion of each such Lender; (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of Governors, (iv) Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for the Loan Parties and their Restricted Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis) immediately following the proposed date of the applicable Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), and (v) Unless otherwise agreed by Agent, the interest rate margins with respect to the Revolving Loans to be made pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to all other Revolving Loans hereunder immediately prior to the applicable date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”). Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.14

 
-79- (c) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post- Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre- Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount. (f) [Reserved]. 2.15 Joint and Several Liability of Borrowers. (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Accordingly, each Borrower hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under applicable law. (c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due, whether upon maturity, acceleration, or otherwise, or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligations until such time as all of the Obligations are paid in full, and without the need for demand, protest, or any other notice or formality.

 
-80- (d) The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d)) or any other circumstances whatsoever. (e) Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, each Borrower hereby waives presentments, demands for performance, protests and notices, including notices of acceptance of its joint and several liability, notice of any Revolving Loans or any Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Agreement, notices of the existence, creation, or incurring of new or additional Obligations or other financial accommodations or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any right to proceed against any other Borrower or any other Person, to proceed against or exhaust any security held from any other Borrower or any other Person, to protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Borrower, any other Person, or any collateral, to pursue any other remedy in any member of the Lender Group’s or any Bank Product Provider’s power whatsoever, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement), any right to assert against any member of the Lender Group or any Bank Product Provider, any defense (legal or equitable), set-off, counterclaim, or claim which each Borrower may now or at any time hereafter have against any other Borrower or any other party liable to any member of the Lender Group or any Bank Product Provider, any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Obligations or any security therefor, and any right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment or elimination of such Borrower’s rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against any other Borrower. Without limiting the generality of the foregoing, each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other

 
-81- Borrower or any Agent or Lender. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any Borrower shall operate to toll the statute of limitations as to each of the Borrowers. Each of the Borrowers waives any defense based on or arising out of any defense of any Borrower or any other Person, other than payment of the Obligations to the extent of such payment, based on or arising out of the disability of any Borrower or any other Person, or the validity, legality, or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment of the Obligations to the extent of such payment. In accordance with the terms of the Loan Documents, Agent may, at the election of the Required Lenders, foreclose upon any Collateral held by Agent by one or more judicial or nonjudicial sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy Agent, any other member of the Lender Group, or any Bank Product Provider may have against any Borrower or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any of the Borrowers hereunder except to the extent the Obligations have been paid. (f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or enforcement of the provisions of this Section 2.15, including rights of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Agent, any other member of the Lender Group, or any Bank Product Provider against any Borrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of

 
-82- the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. If any amount shall be paid to any Borrower in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall forthwith be paid to Agent to be credited and applied to the Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Obligations or other amounts payable under this Agreement thereafter arising. Notwithstanding anything to the contrary contained in this Agreement, no Borrower may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Equity Interests of such Foreclosed Borrower whether pursuant to this Agreement or otherwise. 3. CONDITIONS; TERM OF AGREEMENT. 3.1 Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent), except for clause (q) thereof. Without limiting the foregoing, in the event that the conditions set forth in clause (q) of Schedule 3.1 are not satisfied within ninety (90) days of the Closing Date, then Agent may, by written notice to Borrowers, declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation of Issuing Bank to issue Letters of Credit. 3.2 Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of each Loan Party or its Restricted Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof. 3.3 Maturity. The Commitments shall continue in full force and effect for a term ending on the Maturity Date (unless terminated earlier in accordance with the terms hereof).

 
-83- 3.4 Effect of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations) immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations (other than Hedge Obligations) in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full. When all of the Obligations have been paid in full, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements (or alternatively, authorize in writing Administrative Borrower or its agents to file termination statements), lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent. 3.5 Early Termination by Borrowers. Borrowers have the option, at any time upon five (5) Business Days prior written notice to Agent, to repay all of the Obligations in full without premium or penalty and terminate the Commitments. The foregoing notwithstanding, (a) Borrowers may rescind termination notices relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness or other liquidity transactions if the closing for such issuance, incurrence or other transaction does not happen on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and (b) Borrowers may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or delayed). 4. REPRESENTATIONS AND WARRANTIES. In order to induce the Lender Group to enter into this Agreement, each of Parent and Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), and such representations and warranties shall survive the execution and delivery of this Agreement: 4.1 Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Restricted Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties,

 
-84- to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time by written notice from Administrative Borrower to Agent to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time by written notice from Administrative Borrower to Agent to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Administrative Borrower. All of the outstanding Equity Interests of each such Restricted Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Restricted Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. 4.2 Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Restricted Subsidiaries, the Governing Documents of any Loan Party or its Restricted Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Restricted Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Restricted Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect. 4.3 Governmental Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions

 
-85- contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date. 4.4 Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases. 4.5 Title to Assets; No Encumbrances. Each of the Loan Parties and its Restricted Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens. 4.6 Litigation. (a) There are no actions, suits, or proceedings pending or, to the knowledge of any Borrower, after due inquiry, threatened in writing against a Loan Party or any of its Restricted Subsidiaries that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (b) Schedule 4.6(b) to this Agreement sets forth a complete and accurate description of each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $1,000,000 that, as of the Closing Date, is pending or, to the knowledge of any Borrower, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries. 4.7 Compliance with Laws. No Loan Party nor any of its Restricted Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees,

 
-86- rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 4.8 No Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Restricted Subsidiaries that have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Restricted Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended. Since August 15, 2022, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect. 4.9 Solvency. (a) Each Loan Party is Solvent. (b) No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party. 4.10 Employee Benefits. No Loan Party, none of their Restricted Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan. 4.11 Environmental Condition. Except as set forth on Schedule 4.11 to this Agreement or as otherwise could not reasonably be expected to have a Material Adverse Effect, (a) to each Borrower’s knowledge, no Loan Party’s nor any of its Restricted Subsidiaries’ properties or assets has ever been used by a Loan Party, its Restricted Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to each Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Restricted Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Restricted Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Restricted Subsidiaries, and (d) no Loan Party nor any of its Restricted Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 4.12 Complete Disclosure. All factual information taken as a whole (other than forward- looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Restricted Subsidiaries) furnished by or on behalf of a Loan Party or its Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Restricted Subsidiaries) hereafter furnished by or on behalf of a Loan Party or its Restricted Subsidiaries in writing to Agent or any Lender

 
-87- will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on October 28, 2022 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 4.13 Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001, as amended) (the “Patriot Act”). 4.14 Indebtedness. Set forth on Schedule 4.14 to this Agreement is a true and complete list of all Indebtedness of each Loan Party and each of its Restricted Subsidiaries outstanding immediately prior to the Closing Date (other than unsecured Permitted Indebtedness outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date. 4.15 Payment of Taxes. Except as otherwise permitted under Section 5.5, all material Tax returns and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all Taxes shown on such Tax returns to be due and payable and all other Taxes upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all Taxes not yet due and payable. No Borrower knows of any proposed material Tax assessment against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided, that such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor. 4.16 Margin Stock. Neither any Loan Party nor any of its Restricted Subsidiaries owns any Margin Stock or is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors. Neither any Loan Party nor any of its Restricted Subsidiaries expects to acquire any Margin Stock.

 
-88- 4.17 Governmental Regulation. No Loan Party nor any of its Restricted Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Restricted Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940. 4.18 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. No Loan Party or any of its Subsidiaries is in violation of any Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director, officer, employee, agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has any assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance with Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan Party and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any transaction). 4.19 Employee and Labor Matters. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Loan Party or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Loan Party or its Restricted Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Loan Party or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Restricted Subsidiaries that could reasonably be expected to result in liability. None of any Loan Party or its Restricted Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 4.20 Parent as Holding Company. Parent is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents), own any material assets

 
-89- (other than the Equity Interests of Borrower) or engage in any material business operations other than (a) the ownership of Subsidiaries, (b) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (c) the performance of its obligations with respect to the Loan Documents, its organizational documents, Permitted Indebtedness, and any shareholder agreements, (d) financing activities, including the issuance of securities, incurrence of debt, guarantees of or other credit support of obligations of its Restricted Subsidiaries, payment of dividends, making contributions to the capital of the Borrowers and guaranteeing the obligations of the Borrowers, (e) participating in Tax, accounting and other administrative matters arising as result of Parent’s ownership of the Borrowers, (f) holding any cash or property (but not operating any property), (g) providing indemnification to officers, managers and directors, and (h) any activities incidental or reasonably related to the foregoing. 4.21 Leases. Each Loan Party and its Restricted Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Restricted Subsidiaries exists under any of them. 4.22 Eligible Accounts. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Borrower’s business, (b) as of the date of submission of such Borrowing Base Certificate, owed to a Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) as of the date of submission of such Borrowing Base Certificate, not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts. 4.23 [Reserved]. 4.24 [Reserved]. 4.25 [Reserved]. 4.26 [Reserved]. 4.27 [Reserved]. 4.28 [Reserved]. 4.29 Hedge Agreements. On each date that any Hedge Agreement is executed by any Hedge Provider, Borrower and each other Loan Party satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the Commodity Futures Trading Commission regulations. 5. AFFIRMATIVE COVENANTS. Each Borrower covenants and agrees that, until the termination of all of the Commitments and payment in full of the Obligations: 5.1 Financial Statements, Reports, Certificates. Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1

 
-90- to this Agreement no later than the times specified therein, (b) agree that no Restricted Subsidiary of a Loan Party will have a fiscal year different from that of Administrative Borrower, (c) agree to maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP in all material respects, and (d) agree that they will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and their Restricted Subsidiaries’ sales, and (ii) maintain their billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent. 5.2 Reporting. Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports and other items set forth on Schedule 5.2 to this Agreement at the times specified therein, (b) will notify Agent promptly (and in any event within one (1) Business Day) after any financial officer of Borrower has actual knowledge if (i) Accounts in an aggregate face amount of $1,000,000 or more that were Eligible Accounts in the immediately preceding month cease to be Eligible Accounts or (ii) Accounts arising from Blenders Tax Credits in an aggregate amount of $1,000,000 or more that were Eligible Blenders Tax Credit Accounts in the immediately preceding month cease to be Eligible Accounts, and (c) agree to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule. Borrowers may deliver additional Borrowing Base Certificates from time to time in Borrowers’ discretion. Borrowers and Agent hereby agree that the delivery of the Borrowing Base Certificate through Agent’s electronic platform or portal, subject to Agent’s authentication process, by such other electronic method as may be approved by Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of Borrowers to deliver such Borrowing Base Certificate, with the same legal effect as if such Borrowing Base Certificate had been manually executed by Borrowers and delivered to Agent. 5.3 Existence. Except as otherwise permitted under Section 6.3 or Section 6.4, each Loan Party will, and will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses. 5.4 Maintenance of Properties. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted Dispositions excepted. 5.5 Taxes. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, other than Taxes to the extent that the validity of such Tax is the subject of a Permitted Protest or to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 5.6 Insurance.

 
-91- (a) Each Loan Party will, and will cause each of its Restricted Subsidiaries to, at Borrowers’ expense, maintain insurance respecting each of each Loan Party’s and its Restricted Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent (it being agreed that, as of the Closing Date, the Loan Parties’ existing insurance providers as set forth in the certificates of insurance delivered to Agent on or about the Closing Date shall be deemed to be acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All certificates of general liability insurance are to be delivered to Agent, with additional insured endorsements in favor of Agent, and shall provide for not less than thirty days (ten days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Loan Party or its Restricted Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of coverage, or the collection of claims. (b) Borrowers shall give Agent prompt notice of any loss exceeding $1,000,000 covered by the casualty or business interruption insurance of any Loan Party or its Restricted Subsidiaries. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. 5.7 Inspection. (a) Each Loan Party will, and will cause each of its Restricted Subsidiaries to, permit Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). (b) Each Loan Party will, and will cause each of its Restricted Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations with respect to the Accounts of a Loan Party upon reasonable notice during regular business hours and intervals as Agent may designate, subject to Borrowers’ customary safety protocols at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). (c) So long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than (i) during the period from the Closing Date through the first anniversary of the Closing Date, two (2) field examinations (which shall include the

 
-92- Initial Field Examination) during such period and (ii) at all times thereafter, one (1) field examination during each twelve-month period (increasing to two (2) field examinations if an Increased Reporting Event has occurred during such twelve-month period), it being acknowledged and agreed that (x) such limitations on reimbursement shall not apply to field examinations which are conducted when an Event of Default exists and is continuing, or which is required by applicable laws, rules, regulations, and orders of any Governmental Authority and (y) Agent may conduct any field examinations at its own expense. 5.8 Compliance with Laws. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 5.9 Environmental. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply with Environmental Laws, except as could not reasonably be expected to result in a Material Adverse Effect, and provide to Agent documentation of such compliance which Agent reasonably requests, (c) Promptly notify Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Restricted Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and (d) Promptly, but in any event within five Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Restricted Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Restricted Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority. 5.10 Disclosure Updates. Each Loan Party will, promptly and in no event later than ten Business Days after obtaining knowledge thereof, notify Agent if any written information, schedule hereto, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in any material respect in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto. 5.11 Formation of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within thirty days of such event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) if Administrative Borrower

 
-93- requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Collateral of such newly formed or acquired Subsidiary), and (b) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. 5.12 Further Assurances. Each Loan Party will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, security agreements, pledges, assignments, opinions of counsel, and all other documents (the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of Collateral of each of the Loan Parties (whether now owned or hereafter arising or acquired) (other than any assets expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement) pursuant to Section 3 of the Guaranty and Security Agreement), to create and perfect Liens in favor of Agent in any Collateral acquired by any other Loan Party, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided, that the foregoing shall not apply to an Excluded Subsidiary. To the maximum extent permitted by applicable law, if any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time not to exceed 5 Business Days following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the Collateral of the Loan Parties. Notwithstanding anything to the contrary contained herein (including Section 5.11 hereof and this Section 5.12) or in any other Loan Document, (x) Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent. 5.13 [Reserved]. 5.14 Chief Executive Office. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, keep their respective chief executive offices only at the locations identified on Schedule 7 to the Guaranty and Security Agreement, unless such Loan Party first provides to the Agent at least 30 days prior written notice of a change in the location of its chief executive office. 5.15 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Loan Party will, and will cause each of its Subsidiaries to, comply with all applicable Sanctions, Anti- Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries shall implement and maintain in effect policies and procedures reasonably designed to ensure compliance by

 
-94- the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. 5.16 Blenders Tax Credits. (a) Schedule 5.16 describes Borrower’s filing method under the IRC for tax treatment that entitles it to elect a refund of excise taxes as a Blenders Tax Credit. Borrower will not alter its filing method in any way that would limit or prevent its ability to receive the Blenders Tax Credit except as required by a Change in Law. Any amounts received by Borrower as a Blenders Tax Credit shall be promptly, but in no event more than three (3) Business Days after receipt, be deposited to a Controlled Account maintained by a branch office of the bank or securities intermediary located within the United States. (b) Borrower will promptly, and in any event within three (3) Business Days after obtaining knowledge thereof, notify Agent if and when the Blenders Tax Credit is effective for any calendar year during the term of this Agreement in which the Blenders Tax Credit is signed into law by the President of the United States or by other legislative action. (c) At any time when the Blenders Tax Credit is not then in effect, Borrower shall, together with the interim and year-end financial statements provided by Borrower to Lender pursuant to Section 5.1, include the net effect of the following three items on the financial condition and results of operations of Borrower as set forth in those statements, assuming the Blenders Tax Credit will be available for such period (whether or not it has been extended to cover such period): the gross amount of Blenders Tax Credit projected by Borrower to be (i) due to Borrower by the Department of Treasury (or other applicable Governmental Authority), (ii) due to Borrower from its customers, and (iii) due by Borrower to its customers. 6. NEGATIVE COVENANTS. Each Borrower covenants and agrees that, until the termination of all of the Commitments and the payment in full of the Obligations: 6.1 Indebtedness. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness. 6.2 Liens. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens. 6.3 Restrictions on Fundamental Changes. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, (a) enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Restricted Subsidiaries of any Loan Party that are not Loan Parties,

 
-95- (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, (iii) follow at least ten (10) Business Days’ written notice from Borrowers to Agent, the liquidation or dissolution of a Borrower so long as all of the assets (including any interest in any Equity Interests) of such Borrower are transferred to a Borrower that is not liquidating or dissolving, or (iv) the liquidation or dissolution of a Subsidiary of any Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Loan Party that is not liquidating or dissolving, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes. 6.4 Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of its or their assets (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”). 6.5 Nature of Business. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, make any change in the nature of its or their business as described in Schedule 6.5 to this Agreement or acquire any properties or assets that are not reasonably related to the conduct of such business activities or any reasonable extension thereof; provided, that the foregoing shall not prevent any Loan Party and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business or a reasonable extension thereof. 6.6 Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) other Indebtedness so long as the Payment Conditions are satisfied, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if (A) such payment is not permitted at such time under the subordination terms and conditions or (B) the Payment Conditions are not satisfied, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:

 
-96- (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, or (D) the Sale Leaseback Outstanding Obligations, so long as such amendment, modification, or change to the terms or provisions of the Sale Leaseback Outstanding Obligations are not materially adverse to the interests of Lenders (it being acknowledged and agreed that a material increase to pricing or yield to the Sale Leaseback Outstanding Obligations shall be deemed to be materially adverse to the interests of Lenders), or (ii) the Governing Documents of any Loan Party or any of its Restricted Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders. 6.7 Restricted Payments. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, make any Restricted Payment; provided, that so long as it is permitted by law, (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent’s Subsidiaries may make distributions to Parent, (b) Restricted Payments in the form of Equity Interests that are not Disqualified Equity Interests, (c) Restricted Payments arising from customary settlements of indemnity claims and purchase price adjustments in connection with an agreement for the purchase or sale of a business unit, (d) Restricted Payments to, purchase, repurchase, retire or otherwise acquire or retire for value Equity Interests (A) held by any present or former director, officer, member of management or employee of any Loan Party, or any Restricted Subsidiary of any Loan Party, in accordance with repurchase rights or obligations established in connection with such Equity Interests, and (B) pursuant to the terms of any incentive, benefit, compensation, employee or restricted equity interest purchase plan, equity interests option plan or other employee benefit or equity based compensation plan established by any Loan Party; provided that the aggregate amount of all such Restricted Payments made pursuant to this clause (d) shall not exceed $1,000,000 in any Fiscal Year, or (e) Restricted Payments consisting of the cashless exercise of options or warrants in connection with customary and reasonable employee compensation, incentive, or other benefit programs, or (f) other Restricted Payments so long as the Payment Conditions are satisfied. 6.8 Accounting Methods. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP). 6.9 Investments. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or acquire any Investment except for Permitted Investments.

 
-97- 6.10 Transactions with Affiliates. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate (other than any Loan Party or any Restricted Subsidiary) except for: (a) Transactions pursuant to the Master Services Agreement, so long as such transactions are no less favorable, taken as a whole, to the Loan Parties or their Restricted Subsidiaries than would be obtained in an arm’s length transaction with a non-Affiliate; (b) transactions between any Loan Party or Restricted Subsidiary, on the one hand, and any such Affiliate, on the other hand, so long as such transactions are no less favorable, taken as a whole, to such Loan Party or Restricted Subsidiary, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate, provided that in the case of such transactions involving aggregate annual consideration in excess of the greater of (i) $5,000,000 and (ii) two percent (2%) of EBITDA of the Loan Parties and their Restricted Subsidiaries for the most recent trailing twelve month period prior to such transaction for which financial statements have been delivered, Administrative Borrower shall have delivered to Agent a certified resolution of the Board of Managers of Parent resolving that such affiliate transaction is permitted pursuant to this clause (b), (c) any indemnity provided for the benefit of directors (or comparable managers) of a Loan Party or one of its Subsidiaries so long as it has been approved by such Loan Party’s or such Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, (d) the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of a Loan Party or one of its Subsidiaries in the ordinary course of business and consistent with industry practice so long as it has been approved by such Loan Party’s or such Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, (e) (i) transactions solely among the Loan Parties, and (ii) transactions solely among Subsidiaries of Loan Parties that are not Loan Parties, (f) transactions permitted by Section 6.3, Section 6.7, or Section 6.9, or (g) agreements for the non-exclusive licensing of intellectual property, or distribution of products, in each case, among the Loan Parties and their Subsidiaries for the purpose of the counterparty thereof operating its business, and agreements for the assignment of intellectual property from any Loan Party or any of its Subsidiaries to any Loan Party. 6.11 Use of Proceeds. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, use the proceeds of any Loan made hereunder for any purpose other than (a) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) consistent with the terms and conditions hereof, for their lawful and permitted purposes; provided that (x) no part of the proceeds of the Loans will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors, (y) no part of the proceeds of any Loan or Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned

 
-98- Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person, and (z) that no part of the proceeds of any Loan or Letter of Credit will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws. 6.12 Parent as Holding Company. Parent will not incur any material liabilities (other than liabilities arising under the Loan Documents, the Sale Leaseback Outstanding Obligations and customary cash management activities), own any material assets (other than the Equity Interests of Borrowers or Subsidiaries) or engage in any material business operations other than (a) the ownership of Subsidiaries, (b) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (c) the performance of its obligations with respect to the Loan Documents, its organizational documents, any Permitted Indebtedness, and any shareholder agreements, (d) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower or other Subsidiaries and guaranteeing the obligations of the Borrower or other Subsidiaries, (e) participating in Tax, accounting, legal and other administrative matters as a member of the consolidated group of Parent and the Borrower, (f) holding any cash or property (but not operating any property), (g) providing indemnification to officers, managers and directors, and (h) any activities incidental or reasonably related to the foregoing. 7. FINANCIAL COVENANT. (a) Minimum Liquidity. Until the date which is six (6) months from the Closing Date, Borrowers will at all times maintain a minimum amount of Liquidity equal to 20% of the Line Cap. (b) Fixed Charge Coverage Ratio. Commencing on the date which is six (6) months after the Closing Date and continuing until the termination of all of the Commitments and the payment in full of the Obligations, during any Covenant Testing Period, each Borrower covenants and agrees that Borrowers will maintain a Fixed Charge Coverage Ratio, calculated based on the most recent financial statements delivered pursuant to Section 5.12 for each 12 month period ending on the first day of any Covenant Testing Period and the last day of each fiscal month occurring until the end of any Covenant Testing Period (including the last day thereof), in each case of at least 1.00 to 1.00. 8. EVENTS OF DEFAULT. Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement: 8.1 Payments. If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations payable under or in connection with this Agreement or any other Loan Document (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of three Business Days, (b) all or any portion of the principal of the Loans, or (c) any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; 8.2 Covenants. If any Loan Party or any of its Restricted Subsidiaries:

 
-99- (a) fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3 (solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower refuses to allow Agent or its representatives or agents to visit any Borrower’s properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss Borrowers’ affairs, finances, and accounts with officers and employees of any Borrower), 5.10, 5.11, or 5.14 of this Agreement, (ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Guaranty and Security Agreement; (b) fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Borrower is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and such failure continues for a period of ten days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower, or (ii) the date on which written notice thereof is given to Borrowers by Agent; or (c) fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of thirty days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower, or (ii) the date on which written notice thereof is given to Borrowers by Agent; 8.3 Judgments. If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $10,000,000, or more (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against a Loan Party or any of its Restricted Subsidiaries, or with respect to any of their respective assets, and either (a) there is a period of thirty consecutive days at any time after the entry of any such judgment, order, or award during which (i) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (ii) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award; 8.4 Voluntary Bankruptcy, etc. If an Insolvency Proceeding is commenced by a Loan Party or any of its Restricted Subsidiaries; 8.5 Involuntary Bankruptcy, etc. If an Insolvency Proceeding is commenced against a Loan Party or any of its Restricted Subsidiaries and any of the following events occur: (a) such Loan Party or such Restricted Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party or its Restricted Subsidiary, or (e) an order for relief shall have been issued or entered therein; 8.6 Default Under Other Agreements. If there is (a) a default in one or more agreements to which a Loan Party or any of its Restricted Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Restricted Subsidiaries’ Indebtedness involving an aggregate amount of $10,000,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Restricted Subsidiary’s obligations thereunder;

 
-100- 8.7 Representations, etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof; 8.8 Guaranty. If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement or the Guaranty and Security Agreement) or if any Guarantor repudiates or revokes or purports to repudiate or revoke any such guaranty; 8.9 Security Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid, perfected, and (except to the extent of Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases) first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement; (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $500,000; or (c) as the result of an action or failure to act on the part of Agent; 8.10 Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Restricted Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Restricted Subsidiaries shall deny that such Loan Party or its Restricted Subsidiaries has any liability or obligation purported to be created under any Loan Document; or 8.11 Change of Control. A Change of Control shall occur, whether directly or indirectly. 9. RIGHTS AND REMEDIES. 9.1 Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall, in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following: (a) by written notice to Borrowers, (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by each Borrower, and (ii) direct Borrowers to provide (and Borrowers agree that upon receipt of such notice Borrowers will provide) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and outstanding Letters of Credit;

 
-101- (b) by written notice to Borrowers, declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation of Issuing Bank to issue Letters of Credit; and (c) exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity; The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to Borrowers or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrowers shall automatically be obligated to repay all of such Obligations in full (including Borrowers being obligated to provide (and Borrowers agree that they will provide) (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as security for Borrowers’ or their Restricted Subsidiaries’ obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Borrowers. 9.2 Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Default or Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it. 10. WAIVERS; INDEMNIFICATION. 10.1 Demand; Protest; etc. Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which any Borrower may in any way be liable. 10.2 The Lender Group’s Liability for Collateral. Each Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by the Loan Parties. 10.3 Indemnification. Each Borrower shall pay, indemnify, defend, and hold the Agent- Related Persons, the Lender-Related Persons, the Issuing Bank, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable and documented out-of-pocket fees and disbursements of attorneys, experts,

 
-102- or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided, that Borrowers shall not be liable for costs and expenses (including attorneys’ fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrowers’ their Restricted Subsidiaries’ compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders unless the dispute involves an act or omission of a Loan Party) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any claims for Taxes, which shall be governed by Section 16, other than Taxes which relate to primarily non-Tax claims), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Loan Party or any of its Restricted Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Loan Party or any of its Restricted Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from (w) the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents, (x) a claim brought by the Parent or any other Loan Party against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Loan Document, if Parent or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; (y) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party or any Affiliate thereof; or (z) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party or any Affiliate thereof (provided, further, that such indemnification shall extend to the Agent (but not the Lenders unless the dispute involves an act or omission of a Loan Party or an Affiliate thereof) in its capacity as Agent, Issuing Bank, or similar role under any Loan Documents, including Agent’s Affiliates, officers, directors, employees or other representative acting in such capacity). This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. Notwithstanding the foregoing, such legal fees and legal expenses for which the Borrowers may be liable under this Section shall be limited to the fees and expenses of one primary legal counsel for the Administrative Agent plus, if necessary, one special counsel for each relevant specialty and one local counsel per jurisdiction; provided, further, that in the event of any actual or potential conflict of interest, the Borrowers shall be liable for the fees and expenses of one additional counsel for each Person or group of Persons subject to such conflict.

 
-103- WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON, BUT NOT FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON OR ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, OR AGENTS. 11. NOTICES. Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), or overnight courier. In the case of notices or demands to any Loan Party or Agent, as the case may be, they shall be sent to the respective address set forth below: If to any Loan Party: Montana Renewables, LLC 2780 Waterfront Parkway East, Suite 200 Indianapolis, IN 46214 Attn: Jean-Pierre Breaux with copies to: Montana Renewables, LLC 2780 Waterfront Parkway East, Suite 200 Indianapolis, IN 46214 Attn: Greg Morical and: Norton Rose Fulbright US LLP 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 Attn: Josh Agrons, Esq. Email: josh.agrons@nortonrosefulbright.com If to Agent: Wells Fargo Bank, National Association 10 S. Wacker Drive, 22nd Floor Chicago, IL 60606 Attn: Loan Portfolio Manager with copies to: Otterbourg P.C. 230 Park Avenue New York, NY 10169 Attn: Jim Cretella, Esq. Fax No.: (212) 682-6104 Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or

 
-104- three Business Days after the deposit thereof in the mail; provided, that notices sent by overnight courier service shall be deemed to have been given when received. 12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b). (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. (d) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO

 
-105- ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (e) NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING BANK, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS. 13.1 Assignments and Participations. (a) (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations (other than Bank Product Obligations) owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent (such consent not be unreasonably withheld or delayed) of: (A) Borrowers; provided, that no consent of Borrowers shall be required (1) if a Default or Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; provided further, that Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to Agent within five Business Days after having received notice thereof; and (B) Agent, Swing Lender, and Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) no assignment may be made to a Disqualified Institution or a natural person, (B) no assignment may be made to a Loan Party, or an Affiliate of a Loan Party,

 
-106- (C) the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender, or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000), (D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (F) unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the amount of $3,500, and (G) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “Administrative Questionnaire”). (b) From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and

 
-107- decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons that are Eligible Transferees (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decrease the amount or postpone the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party, or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

 
-108- (f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to any Loan Party and its Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement to secure obligations of such Lender, including any pledge in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law; provided, that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (h) Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name and address of each Lender as the registered owner of the Revolving Loans (and the principal amount thereof and stated interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection with an assignment by a Lender of all or any portion of its portion of the Revolving Loans to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Revolving Loans to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the Register. (i) In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form

 
-109- under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (j) Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register to the extent it has one) available for review by Borrowers from time to time as Borrowers may reasonably request. 13.2 Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or approval by any Borrower is required in connection with any such assignment. 14. AMENDMENTS; WAIVERS. 14.1 Amendments and Waivers. (a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than the Fee Letter), and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly and adversely affected thereby and all of the Loan Parties that are party thereto, do any of the following: (i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i), (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document, (iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment or modification of financial covenant ratios or defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (iii)), (iv) amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

 
-110- (v) amend, modify, or eliminate Section 3.1, (vi) amend, modify, or eliminate Section 15.11, (vii) other than as permitted by Section 15.11, release or contractually subordinate Agent’s Lien in and to all or substantially all of the Collateral, (viii) amend, modify, or eliminate the definitions of “Required Lenders”, Supermajority Lenders or “Pro Rata Share”, (ix) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents, (x) amend, modify, or eliminate any of the provisions of Section 2.4(b)(i), (ii) or (iii), or (xi) amend, modify, or eliminate any of the provisions of Section 13.1 with respect to assignments to, or participations with, Persons who are Loan Parties, or Affiliates of a Loan Party; (b) No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate, (i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and shall not require the written consent of any of the Lenders), (ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders; (c) No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrowers and the Supermajority Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts or Eligible Blenders Tax Credit Accounts) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount; (d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the other Loan Documents, without the written consent of Issuing Bank, Agent, Borrowers, and the Required Lenders; (e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders; and

 
-111- (f) Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and (ii) any amendment contemplated by Section 2.12 of this Agreement in connection with a Benchmark Transition Event shall be effective as contemplated by such Section 2.12 hereof. (g) Notwithstanding anything to the contrary contained in this Section 14.1, the Administrative Borrower and Agent may without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents (i) to cure any obvious error or any ambiguity, omission, defect or inconsistency of a technical nature, so long as the Lenders shall have received at least 5 Business Days’ prior written notice thereof and Agent shall not have received, within 5 Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. 14.2 Replacement of Certain Lenders. (a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. (b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit). If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non- Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non- Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of participations in such Letters of Credit.

 
-112- 14.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrowers of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have. 15. AGENT; THE LENDER GROUP. 15.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints Wells Fargo as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender

 
-113- Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. 15.2 Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct. 15.3 Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by any Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of any Loan Party or its Subsidiaries. No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation. 15.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers). 15.5 Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment

 
-114- of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. 15.6 Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Loan Party and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement). 15.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including reasonable and documented out-of-pocket court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection

 
-115- agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such reasonable and documented costs and expenses by the Loan Parties and their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent. 15.8 Agent in Individual Capacity. Wells Fargo and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Loan Party and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though Wells Fargo were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding a Loan Party or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of such Loan Party or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include Wells Fargo in its individual capacity. 15.9 Successor Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers or a Default or Event of Default has occurred and is continuing) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing

 
-116- Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above. 15.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Loan Party and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding a Loan Party or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of such Loan Party or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them. 15.11 Collateral Matters. (a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Loan Parties and their Restricted Subsidiaries of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party or any of its Restricted Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Restricted Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) constituting property of a former Loan Party, all of the Equity Interests of which are sold or otherwise disposed of in a transaction permitted by this Agreement, or (vi) in connection with a credit bid or purchase authorized under this Section 15.11, or (vi) in connection with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize (and

 
-117- by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application set forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and (b) to the extent Agent has the authority under this Section 15.11 to release its Lien on such property.

 
-118- Notwithstanding the provisions of this Section 15.11, Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards. (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by a Loan Party or any of its Restricted Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein. (c) Lenders hereby authorize Agent to enter into the Wells Letter Agreement or other subordination or intercreditor agreement or arrangement permitted under this Agreement and Lenders acknowledge that any such subordination or intercreditor agreement is binding upon Lenders. 15.12 Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so and not otherwise prohibited by the terms of the agreements of such Lender with a Loan Party, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to any Loan Party or its Subsidiaries or any deposit accounts of any Loan Party or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by the purchasing party is thereafter

 
-119- recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. 15.13 Agency for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions. 15.14 Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations. 15.15 Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider). 15.16 Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender: (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field examination report respecting any Loan Party or its Restricted Subsidiaries (each, a “Report”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports, (b) expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report, (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any field examination will inspect only specific information regarding the Loan Parties and their Restricted Subsidiaries and will rely significantly upon Borrowers’ and its Restricted Subsidiaries’ books and records, as well as on representations of Borrowers’ personnel, (d) agrees to keep all Reports and other material, non-public information regarding the Loan Parties and their Restricted Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and

 
-120- (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys’ fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. In addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by any Loan Party or its Restricted Subsidiaries to Agent that has not been contemporaneously provided by such Loan Party or such Restricted Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from any Loan Party or its Restricted Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrowers the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from such Loan Party or such Restricted Subsidiary, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrowers a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender. 15.17 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein. 16. WITHHOLDING TAXES. 16.1 Payments. All payments made by any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Taxes is required by applicable law (as determined in the good faith judgement of any applicable Loan Party), the applicable Loan Party shall make the requisite withholding and promptly pay over to the applicable Governmental Authority the

 
-121- withheld tax. Furthermore, if any such Tax is an Indemnified Taxes or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or other Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent's demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3) (collectively a “Tax Indemnitee”) for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document (including any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including reasonable and documented out-of-pocket fees and disbursements of attorneys and other tax professionals), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties, Lenders, Agent and Participants under this Section 16 shall survive the termination of this Agreement, the resignation and replacement of Agent, and the repayment of the Obligations. As soon as reasonably practicable after any payment of any Taxes by any Loan Party to a Governmental Authority pursuant to this Section 16.1, the applicable Loan Party shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. 16.2 Exemptions. (a) Any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding Tax. (b) If a Lender or Participant is not a U.S. Person, such Lender or Participant shall deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) and Administrative Borrower on behalf of all Borrowers one of the following on or prior to the date on which such Lender or Participant becomes a Lender or Participant under this Agreement (or, in the case of a Participant, to the Lender granting the participation only) (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Agent) ), whichever of the following is applicable: (i) if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, substantially in the form of Exhibit D-1 that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign described in Section 881(c)(3)(C) of the IRC (a “U.S. Tax Compliance Certificate”), and (B) a properly completed and executed IRS Form W-8BEN or Form W-8BEN-E; (ii) if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, (I) with respect to payments of interest

 
-122- under any Loan Document, a properly completed and executed copy of IRS Form W-8BEN or Form W- 8BEN-E, as applicable establishing an exemption from, or reduction of U.S. federal withholding tax pursuant to the “interest” article of such tax treaty and (II) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty; (iii) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W- 8ECI; or (iv) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN or W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender or Participant is a partnership and one or more direct or indirect partners of such Lender or Participant are claiming the portfolio interest exemption, such Lender or Participant may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner. (c) Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent and Administrative Borrower (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (d) If a Lender or Participant claims an exemption from or reduction of withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent and Borrowers, to deliver to Agent and Administrative Borrower (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax upon becoming a party to this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, or the providing of or delivery of such forms in the Lender's reasonable judgment would not subject such Lender to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender (or its Affiliates); provided, further, that nothing in this Section 16.2(d) shall require a Lender or Participant to disclose any information that it deems to be confidential (including its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent and Administrative Borrower (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (e) If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant agrees to notify Agent and Administrative Borrower (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of

 
-123- Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent and Administrative Borrower will treat such Lender’s or such Participant’s documentation provided pursuant to Section 16.2(a), 16.2(b) or 16.2(c) as no longer valid. With respect to such percentage amount, such Participant or Assignee shall provide new documentation, pursuant to Section 16.2(a), 16.2(b) or 16.2(c), if applicable. Borrowers agree that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto. (f) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) at the time or times prescribed by law and at such time or times reasonably requested by Agent (or, in the case of a Participant, the Lender granting the participation) such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by Agent (or, in the case of a Participant, the Lender granting the participation) as may be necessary for Agent or Borrowers to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) Any Lender or Participant that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender or Participant becomes a Lender or Participant under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Agent), executed copies of any form (other than those described in Section 16.2(b) above) prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Administrative Borrower or the Agent to determine the withholding or deduction required to be made. (h) On or before the date that Wells Fargo (and any successor or replacement Agent) becomes the Agent hereunder, it shall deliver to the Administrative Borrower a duly executed copy of either (i) IRS Form W-9 (or any successor form) or (ii) a U.S. branch withholding certificate on IRS Form W-8IMY (or any successor form) evidencing its agreement with the Borrower to be treated as a U.S. Person (with respect to amounts received on account of any Lender) and IRS Form W-8ECI (or any successor form) (with respect to amounts received on its own account). 16.3 Reductions. (a) If a Lender or a Participant is subject to an applicable withholding tax, Agent (or, in the case of a Participant, the Lender granting the participation) may withhold from any payment to such Lender or such Participant an amount equivalent to the applicable withholding tax. If the forms or other documentation required by Section 16.2(a), 16.2(b) or 16.2(c) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

 
-124- (b) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16, together with all costs and expenses (including attorneys’ fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent. 16.4 Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, it shall pay over such refund to Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. 17. GENERAL PROVISIONS. 17.1 Effectiveness. This Agreement shall be binding and deemed effective when executed by Parent, each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof. 17.2 Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement. 17.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Parent or any Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and

 
-125- interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto. 17.4 Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 17.5 Bank Product Providers. Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrowers may obtain Bank Products from any Bank Product Provider, although Borrowers are not required to do so. Each Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors. 17.6 Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

 
-126- 17.7 Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Execution of any such counterpart may be by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, as in effect from time to time, state enactments of the Uniform Electronic Transactions Act, as in effect from time to time, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its discretion, to accept, deny, or condition acceptance of any electronic signature on this Agreement. Any party delivering an executed counterpart of this Agreement by faxed, scanned or photocopied manual signature shall also deliver an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall not affect the validity, enforceability and binding effect of this Agreement. The foregoing shall apply to each other Loan Document, and any notice delivered hereunder or thereunder, mutatis mutandis. 17.8 Revival and Reinstatement of Obligations; Certain Waivers. (a) If any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable and documented out-of-pocket costs, expenses, and attorneys’ fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist, and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or terminated, or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. (b) [Reserved]. 17.9 Confidentiality.

 
-127- (a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding the Loan Parties and their Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers); provided, that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided, that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrowers with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrowers, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process; provided, that (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement; provided, that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential Information to Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrowers with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document. (b) Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of any

 
-128- Borrower or the other Loan Parties and the Commitments provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of Agent. (c) Each Loan Party agrees that Agent may make materials or information provided by or on behalf of Borrowers hereunder (collectively, “Borrower Materials”) available to the Lenders by posting the Communications on IntraLinks, SyndTrak or a substantially similar secure electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of the Borrower Materials, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by Agent in connection with the Borrower Materials or the Platform. In no event shall Agent or any of the Agent- Related Persons have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct. Each Loan Party further agrees that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such other similar term). 17.10 Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Bank, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated. 17.11 Patriot Act; Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act. In addition, Agent and each Lender shall have the right to periodically conduct due diligence on all Loan Parties, their senior management and key principals and legal and beneficial owners. Each Loan Party agrees to cooperate in respect of the conduct

 
-129- of such due diligence and further agrees that the reasonable costs and charges for any such due diligence by Agent shall constitute Lender Group Expenses hereunder and be for the account of Borrowers. 17.12 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank Product Agreement. 17.13 Montana as Agent for Borrowers. Each Borrower hereby irrevocably appoints Montana as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower (a) to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as Administrative Borrower deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on any instructions of Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be. 17.14 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 
-130- (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority. 17.15 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 17.16 Erroneous Payments. (a) Each Lender, each Issuing Bank, each other Bank Product Provider and any other party hereto hereby severally agrees that if (i) Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or Issuing Bank or any Bank Product Provider (or the Lender which is an Affiliate of a Lender, Issuing Bank or Bank Product Provider) or any other Person that has received

 
-131- funds from Agent or any of its Affiliates, either for its own account or on behalf of a Lender, Issuing Bank or Bank Product Provider (each such recipient, a “Payment Recipient”) that Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 17.16(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (b) Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify Agent in writing of such occurrence. (c) In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of Agent, and upon demand from Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to Agent at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by Agent for any reason, after demand therefor by Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of Agent and upon Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) to Agent or, at the option of Agent, Agent’s applicable lending affiliate (such assignee, the “Agent Assignee”) in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by Agent Assignee as the assignee of such Erroneous Payment Deficiency

 
-132- Assignment. Without limitation of its rights hereunder, following the effectiveness of the Erroneous Payment Deficiency Assignment, Agent may make a cashless reassignment to the applicable assigning Lender of any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender and upon such reassignment all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 13 and (3) Agent may reflect such assignments in the Register without further consent or action by any other Person. (e) Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, Agent (1) shall be subrogated to all the rights of such Payment Recipient and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by Agent to such Payment Recipient from any source, against any amount due to Agent under this Section 17.16 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by Agent from the Borrowers or any other Loan Party for the purpose of making for a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received, except to the extent such Erroneous Payment is comprised of funds received by Agent from, or on behalf of (including through the exercise of remedied under any Loan Document), the Borrowers or any other Loan Party for the purpose of making for a payment on the Obligations. This Section 17.16 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Loan Parties relative to the amount (and/or timing for payment) of the Obligations that would have been payable had any Erroneous Payment not been made by the Administrative Agent. (f) Each party’s obligations under this Section 17.16 shall survive the resignation or replacement of Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. (g) The provisions of this Section 17.16 to the contrary notwithstanding, (i) nothing in this Section 17.16 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment and (ii) there will only be deemed to be a recovery of the Erroneous Payment to the extent that Agent has received payment from the Payment Recipient in immediately available funds the Erroneous Payment Return, whether directly from the Payment Recipient, as a result of the exercise by Agent of its rights of subrogation or set off as set forth above in clause (e) or as a result of the receipt by Agent Assignee of a payment of the outstanding principal balance of the Loans assigned to Agent Assignee pursuant to an Erroneous Payment Deficiency Assignment, but excluding any other amounts in respect thereof (it being agreed that any payments of interest, fees, expenses or other amounts (other than principal) received by Agent Assignee in respect of

 
-133- the Loans assigned to Agent Assignee pursuant to an Erroneous Payment Deficiency Assignment shall be the sole property of Agent Assignee and shall not constitute a recovery of the Erroneous Payment). [Signature pages to follow].

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. BORROWERS: MONTANA RENEWABLES, LLC By: /s/ Vincent Donargo___________ Name: Vincent Donargo______________ Title: Executive Vice President and Chief Financial Officer_____________________ PARENT: MONTANA RENEWABLES HOLDINGS LLC By: /s/ Vincent Donargo____________ Name: Vincent Donargo______________ Title: Executive Vice President and Chief Financial Officer________________________

 
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ Andrew Dilley______________ Name: Andrew Dilley_________________ Its Authorized Signatory

 
EXHIBIT A-1 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of between (“Assignor”) and (“Assignee”). Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement. 1. In accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor's rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor’s portion of the Commitments, all to the extent specified on Annex I. 2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any Guarantor or the performance or observance by any Borrower or any Guarantor of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrowers to Assignor with respect to Assignor’s share of the Term Loan and the Revolving Loans assigned hereunder, as reflected on Assignor’s books and records. 3. The Assignee (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) [confirms that it is an Eligible Transferee;] (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; [and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.] 4. Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent. The effective date of this Assignment (the “Settlement Date”) shall be the latest to occur of (a) the date of

 
the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole and separate account a processing fee in the amount of $3,500 (if required by the Credit Agreement), (c) the receipt of any required consent of the Agent, and (d) the date specified in Annex I. 5. As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of the Credit Agreement, including such assigning Lender’s obligations under Article 15 and Section 17.9(a) of the Credit Agreement. 6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to the period of time from and after the Settlement Date. 7. This Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart. 8. THIS ASSIGNMENT AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

 
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as of the first date written above. [NAME OF ASSIGNOR], as Assignor By: Name: Title: [NAME OF ASSIGNEE], as Assignee By: Name: Title: ACCEPTED THIS ____ DAY OF _______________ WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent, as Swing Lender and as Issuing Bank By: Name: Title: MONTANA RENEWABLES, LLC, a Delaware limited liability company, as Borrower By: Name: Title:

 
ANNEX FOR ASSIGNMENT AND ACCEPTANCE ANNEX I 1. Borrower: MONTANA RENEWABLES, LLC, a Delaware limited liability company and its Subsidiaries from time to time party to the Credit Agreement 2. Name and Date of Credit Agreement: Credit Agreement dated as of November 2, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Montana Renewables Holdings LLC, a Delaware limited liability company, as parent (“Parent”), Borrower, the lenders party thereto as “Lenders”, and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers. 3. Date of Assignment Agreement: 4. Amounts: a. Assigned Amount of Revolver Commitment $ b. Assigned Amount of Revolving Loans $ b. Assigned Amount of Term Loan $ 5. Settlement Date: 6. Purchase Price $_____________ 7. Notice and Payment Instructions, etc. Assignee: Assignor:

 
EXHIBIT B-1 FORM OF BORROWING BASE CERTIFICATE [See Attached.]

 
EXHIBIT C-1 FORM OF COMPLIANCE CERTIFICATE [on Administrative Borrower’s letterhead] To: Wells Fargo Bank, National Association [14241 Dallas Pkwy #1300 Dallas, TX 75254] Attn: ________________________ Re: Compliance Certificate dated ____________ __, 20__ Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of November 2, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the lenders identified on the signatures pages thereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company, as parent (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company, as borrower (“Montana”, and together with those additional Persons that are joined as a party thereto by executing the form of Joinder attached thereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). Capitalized terms used herein, but not specifically defined herein, shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Administrative Borrower hereby certifies as of the date hereof that: 1. The financial information of Borrowers and its Subsidiaries furnished in Schedule 1 attached hereto has been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for year-end audit adjustments and the lack of footnotes), and fairly presents in all material respects the financial condition of Borrower and its Subsidiaries as of the date set forth therein. 2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and financial condition of Borrower and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Section 5.1 of the Credit Agreement. 3. Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, in each case specifying the nature and period of existence thereof and what action Borrower and its Subsidiaries have taken, are taking, or propose to take with respect thereto.

 
4. Except as set forth on Schedule 3 attached hereto, the representations and warranties of Borrowers and its Subsidiaries set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date. 5. As of the date hereof, Borrower and its Subsidiaries are in compliance with the applicable covenants contained in Section 7 of the Credit Agreement, to the extent required thereby, as demonstrated on Schedule 4 hereof. [Signature Page Follows]

 
IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this ____ day of _______________, 20___. MONTANA RENEWABLES LLC, a Delaware limited liability company, as Administrative Borrower By: Name: Title:

 
SCHEDULE 1 Financial Information

 
SCHEDULE 2 Default or Event of Default

 
SCHEDULE 3 Representations and Warranties

 
SCHEDULE 4 Financial Covenants 1. Minimum Liquidity. Until the date which is six (6) months from the Closing Date, Borrowers will at all times maintain a minimum amount of Liquidity equal to 20% of the Line Cap. 2. Fixed Charge Coverage Ratio. Commencing on the date which is six (6) months after the Closing Date and continuing until the termination of all of the Commitments and the payment in full of the Obligations, during any Covenant Testing Period, each Borrower covenants and agrees that Borrowers will maintain a Fixed Charge Coverage Ratio, calculated based on the most recent financial statements delivered pursuant to Section 5.12 for each 12 month period ending on the first day of any Covenant Testing Period and the last day of each fiscal month occurring until the end of any Covenant Testing Period (including the last day thereof), in each case of at least 1.00 to 1.00.

 
EXHIBIT D-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. Pursuant to the provisions of Section 16.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (iii) it is not a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the IRC, and (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished the Agent and the Borrower with a certificate of its non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:_________________________________ Name: Title: Date: ________ __, 20[ ]

 
EXHIBIT D-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. Pursuant to the provisions of Section 16.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (iii) it is not a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the IRC and (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:_________________________________ Name: Title: Date: ________ __, 20[ ]

 
EXHIBIT D-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. Pursuant to the provisions of Section 16.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the IRC, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the IRC and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:_________________________________ Name: Title: Date: ________ __, 20[ ]

 
EXHIBIT D-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 2, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company (“Montana”), and each lender and issuing bank from time to time party thereto. Pursuant to the provisions of Section 16.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the IRC, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the IRC and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:_________________________________ Name: Title: Date: ________ __, 20[ ]

 
EXHIBIT J-1 [FORM OF] JOINDER AGREEMENT This JOINDER AGREEMENT (this “Agreement”), is entered into as of ______ __, 20__, by and among ___________, a ________ (“New Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). W I T N E S S E T H: WHEREAS, pursuant to that certain Credit Agreement, dated as of November 2, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the lenders identified on the signatures pages thereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), MONTANA RENEWABLES HOLDINGS LLC, a Delaware limited liability company, as parent (“Parent”), MONTANA RENEWABLES, LLC, a Delaware limited liability company, as borrower (“Montana”, and together with those additional Persons that are joined as a party thereto by executing the form of Joinder attached thereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the Lender Group has agreed to make or issue Loans, Letters of Credit and other certain financial accommodations thereunder; WHEREAS, initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement; WHEREAS, New Borrower is required to become a party to the Credit Agreement by, among other things, executing and delivering this Agreement to Agent; and WHEREAS, New Borrower has determined that the execution, delivery and performance of this Agreement directly benefit, and are within the corporate purposes and in the best interests of, New Borrower, by virtue of the financial accommodations available to New Borrower from time to time pursuant to the terms and conditions of the Credit Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follows: 1. Joinder of New Borrower to the Credit Agreement. By its execution of this Agreement, New Borrower hereby (a) agrees that from and after the date of this Agreement it shall be a party to the Credit Agreement as a “Borrower” and shall be bound by all of the terms, conditions, covenants, agreements and obligations set forth in the Credit Agreement, (b) accepts joint and several liability for the Obligations pursuant to the terms of the Loan Documents, and (c) confirms that, after giving effect to the supplement to the Schedules to the Credit Agreement provided for in Section 2 below, the representations and warranties contained in Article 4 of the Credit Agreement are true and correct as they relate to New Borrower as of the date of this Agreement. New Borrower hereby agrees that each reference to a “Borrower” or the “Borrowers” in the Credit Agreement and the other Loan Documents shall include New

 
Borrower. New Borrower acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents and that it has read and understands the terms thereof. 2. Updated Schedules. Attached as Exhibit A hereto are updated copies of each of Schedule 4.1(b) and Schedule 4.1(c)1 to the Credit Agreement revised to include all information required to be provided therein including information with respect to New Borrower. Each such Schedule shall be attached to the Credit Agreement, and on and after the date hereof all references in any Loan Document to any such Schedule to the Credit Agreement shall mean such Schedule as so amended; provided, that any use of the term “as of the date hereof” or any term of similar import, in any provision of the Credit Agreement relating to New Borrower or any of the information amended by such Schedule hereby, shall be deemed to refer to the date of this Agreement. 3. Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) It (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement and the other Loan Documents to which it is made a party and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by New Borrower of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of New Borrower and (ii) do not and will not (A) violate any material provision of federal, state, or local law or regulation applicable to New Borrower or its Subsidiaries, the Governing Documents of New Borrower or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on New Borrower or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of New Borrower or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of New Borrower, other than Permitted Liens, (D) require any approval of New Borrower’s interest holders or any approval or consent of any Person under any material agreement of New Borrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect, and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation. (c) This Agreement and each Loan Document to which New Borrower is a party is the legally valid and binding obligation of New Borrower, enforceable against New Borrower in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. 1 Include any additional Schedules to be updated as well.

 
(d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). 4. Additional Requirements. Concurrent with the execution and delivery of this Agreement, Agent shall have received the following, each in form and substance satisfactory to Agent: (a) a Joinder No. __ to the Guaranty and Security Agreement, dated as of the date hereof, by and among New Borrower and Agent (“Joinder No. __”), together with the original Equity Interest certificates, if any, representing all of the Equity Interests of the Subsidiaries of New Borrower required to be pledged under the Guaranty and Security Agreement and any original promissory notes of New Borrower, accompanied by undated Equity Interest powers/transfer forms executed in blank, and the same shall be in full force and effect; (b) appropriate financing statement to be filed in the office of the _______ Secretary of State against New Borrower to perfect the Agent’s Liens in and to the Collateral of New Borrower; (c) a certificate from the Secretary of New Borrower, dated as of the date hereof, (i) attesting to the resolutions of New Borrower’s [Board of Directors][Managers] authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which New Borrower is or will become a party, (ii) authorizing officers of New Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of New Borrower; (d) a certificate of status with respect to New Borrower, dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of New Borrower, which certificate shall indicate that New Borrower is in good standing in such jurisdiction; (e) certificates of status with respect to New Borrower, dated as of a recent date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of New Borrower) in which the failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that New Borrower is in good standing in such jurisdictions; (f) copies of New Borrower’s Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary of New Borrower; and (g) evidence that New Borrower has been added to the Loan Parties’ existing insurance policies required by Section 5.6 of the Credit Agreement; (h) a customary opinion of counsel regarding such matters as to New Borrower as Agent or its counsel may reasonably request, and which is otherwise in form and substance reasonably satisfactory to Agent (it being understood that such opinion shall be limited to this Agreement, and the documents executed or delivered in connection herewith (including the financing statement filed against New Borrower); and (i) such other agreements, instruments, approvals or other documents requested by Agent prior to the date hereof in order to create, perfect and establish the first priority of, or

 
otherwise protect, any Lien purported to be covered by any Loan Document or otherwise to effect the intent that New Borrower shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that, to the extent set forth in the Credit Agreement and the Guaranty and Security Agreement, all property and assets of New Borrower shall become Collateral for the Obligations. 5. Further Assurances. At any time upon the reasonable request of Agent, New Borrower shall promptly execute and deliver to Agent such Additional Documents as Agent shall reasonably request pursuant to the Credit Agreement and the other Loan Documents, in each case in form and substance reasonably satisfactory to Agent. 6. Notices. Notices to New Borrower shall be given in the manner set forth for Borrowers in Section 11 of the Credit Agreement. 7. Choice of Law and Venue; Jury Trial Waiver; Judicial Reference. THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 8. Binding Effect. This Agreement shall be binding upon New Borrower, and the other Loan Parties and shall inure to the benefit of the Agent and the Lenders, together with their respective successors and permitted assigns. 9. Effect on Loan Documents. (a) Except as contemplated to be supplemented hereby, the Credit Agreement, the Fee Letter, the Intercompany Subordination Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect. Except as expressly contemplated hereby, this Agreement shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of any other term or condition of the Credit Agreement, the Fee Letter, the Intercompany Subordination Agreement or any of the instruments or agreements referred to therein, as the same may be amended or modified from time to time. (b) Each reference in the Credit Agreement and the other Loan Documents to “Borrower”, “Obligor” or words of like import referring to a Borrower or an Obligor shall include and refer to New Borrower and (b) each reference in the Credit Agreement, the Fee Letter, Intercompany Subordination Agreement or any other Loan Document to this “Agreement”, “hereunder”, “herein”, “hereof”, “thereunder”, “therein”, “thereof”, or words of like import referring to the Credit Agreement, the Fee Letter, Intercompany Subordination Agreement or any other Loan Document shall mean and refer to such agreement as supplemented by this Agreement. 10. Miscellaneous (a) This Agreement is a Loan Document. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic image scan transmission (e.g., “PDF” or “tif” via email) shall be equally effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic image scan transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

 
(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. (c) Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement. (d) Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any member of the Lender Group or New Borrower, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto. (e) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto. (f) This Agreement shall be subject to the rules of construction set forth in Section 1.4 of the Credit Agreement, and such rules of construction are incorporated herein by this reference, mutatis mutandis. [remainder of this page intentionally left blank].

 
IN WITNESS WHEREOF, New Borrower and Agent have caused this Agreement to be duly executed by its authorized officer as of the day and year first above written. NEW BORROWER: _____________, a _________________ By: __________________________________ Name: __________________________________ Title: __________________________________

 
AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association By: __________________________________ Name: __________________________________ Title: __________________________________

 
Exhibit A

 
SCHEDULE 4.1(b) CAPITALIZATION OF BORROWERS

 
SCHEDULE 4.1(c) CAPITALIZATION OF BORROWERS’ SUBSIDIARIES

 
Schedule A-1 Agent’s Account Bank: Wells Fargo Bank, N.A. Bank Address: 420 Montgomery Street, San Francisco, CA 94104 ABA: 121-000-248 Account Name: Wells Fargo Bank, N.A. Account Number: 37235547964505773 Reference: Montana Renewables, LLC

 
Schedule A-2 Authorized Persons NAME TITLE Gregory J. Morical Vice President, General Counsel & Secretary Vincent Donargo Executive Vice President and Chief Financial Officer Jean-Pierre Breaux Treasurer

 
Schedule A-3 Specified Customers 6. Shell Trading (US) Company 7. Phillips 66 Company 8. REG Marketing & Logistics Group, LLC 9. Chevron Corporation

 
Schedule C-1 Commitments Lender Revolver Commitment Total Commitment Wells Fargo Bank, National Association $90,000,000 $90,000,000 All Lenders $90,000,000 $90,000,000

 
Schedule D-1 Designated Account Grantor Name of Institution Maintaining Account Address of Institution Maintaining Account Account No. Montana Renewables, LLC Wells Fargo Bank, N.A. 420 Montgomery St. San Francisco, CA 94104 4043716935

 
Schedule P-1 Permitted Investments None.

 
Schedule P-2 Permitted Liens None.

 
Schedule 3.1 The obligation of each Lender to make its initial extension of credit provided for in this Agreement is subject to the fulfillment, to the satisfaction of each Lender (the making of such initial extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent: (a) Agent shall have received a letter duly executed by each Loan Party authorizing Agent to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be created by the Loan Documents; (b) Agent shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed and delivered, and each such document shall be in full force and effect: (i) the Control Agreements, (ii) the Fee Letter, (iii) the Guaranty and Security Agreement, (iv) the Wells Letter Agreement, (d) Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s board of directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party; (e) Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented to the Closing Date, which Governing Documents shall be (i) certified by the Secretary of such Loan Party, and (ii) with respect to Governing Documents that are charter documents, certified as of a recent date (not more than 30 days prior to the Closing Date) by the appropriate governmental official; (f) Agent shall have received a certificate of status with respect to each Loan Party, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; (g) Agent shall have received certificates of status with respect to each Loan Party, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions;

 
(h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 5.6 of this Agreement, the form and substance of which shall be satisfactory to Agent; (i) Agent shall have received an opinion of the Loan Parties’ counsel in form and substance satisfactory to Agent; (j) Agent shall have completed its business, and legal due diligence, including a review of Borrowers’ and their respective Restricted Subsidiaries’ material agreements, in each case, the results of which shall be satisfactory to Agent; (k) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for each Loan Party, and (ii) OFAC/PEP searches and customary individual background searches for each Loan Party’s senior management and key principals, the results of which shall be satisfactory to Agent; (l) Agent shall have received a set of Projections of Borrowers and their Restricted Subsidiaries, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent; (m) Borrower shall have reimbursed Agent for all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and the other Loan Documents; (n) Borrower and each of its Restricted Subsidiaries shall have received all governmental and third party approvals (including shareholder approvals, landlords’ consents and other consents) and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Credit Agreement or the transactions contemplated by the Loan Documents; (o) Administrative Borrower and each of its Restricted Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Administrative Borrower or its Restricted Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (p) Administrative Borrower and each of its Restricted Subsidiaries shall have received all regulatory approvals required by any Governmental Authority in connection with the operation of its business activities as a renewable fuel producer; (q) Agent shall have received (i) a copy of the engineering audit prepared by Weaver in respect of Borrower’s renewable fuel standard program and (ii) evidence of approval from all applicable Governmental Authorities of Borrower’s renewable fuel carbon intensity applications; (r) The Supply and Offtake Arrangements shall have been closed by Borrower prior to or contemporaneously with this Agreement; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

 
Schedule 4.1(b) and (c) CAPITALIZATION OF BORROWERS AND SUBSIDIARIES Holder Issuer Number of Shares Percentage of Outstanding Shares Class Certificate Number Calumet Montana Refining, LLC Montana Renewables Holdings LLC 75,424,500 99.9% of the Common Units Common Units Montana Renewables, Inc. Montana Renewables Holdings LLC 75,500 .1% of the Common Units Common Units WPGG 14 United Aggregator, L.P. Montana Renewables Holdings LLC 12,500,000 100% of the Preferred Units Preferred Units Montana Renewables Holdings LLC Montana Renewables, LLC 100% Membership Units

 
Schedule 4.1(d) Subscriptions, Options, Warrants, Calls None.

 
Schedule 4.6(b) Litigation None.

 
Schedule 4.11 Environmental Matters Except as set forth on Schedule 4.11 to this Agreement, or as otherwise could not reasonably be expected to have a Material Adverse Effect, (a) to each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law: The Loan Party’s assets in Great Falls, Montana are located on real property that Borrower leases from Calumet Montana Refining, LLC pursuant to a Ground Lease dated November 18, 2021 (“Ground Lease Property”). Prior owners of the Ground Lease Property conducted operations on the Ground Lease Property, including the production, handling, and treatment of Hazardous Materials. The Ground Lease Property is subject to Montana Department of Environmental Quality Corrective Action Order on Consent MHWCA0-12-01, EPA ID No. MTD000475194, which names Calumet Montana Refining, LLC (“Corrective Order on Consent”). Pursuant to the terms of the Ground Lease, neither Loan Party nor any of its Subsidiaries has any liability for environmental damage to the Ground Lease Property in existence prior to the effective date of the Ground Lease. (b) to each Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site: None. (c) except as notified to the Agent in writing, no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries: None. (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: None.

 
Schedule 4.14 Permitted Indebtedness None.

 
Schedule 4.25 Chief Executive Office 2780 Waterfront Parkway, E. Drive, Suite 200, Indianapolis, IN 46214

 
Schedule 5.1 Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: as soon as available, but in any event within 45 days after the end of each month during each of Parent’s fiscal years): (a) unaudited consolidated and consolidating financial statements of the Loan Parties and their Restricted Subsidiaries, compared to the prior period and prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end adjustments). Such financial statements to include a balance sheet as of the end of such period, an income statement for such period and a statement of cash flow for such period; (b) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA and Fixed Charge Coverage Ratio (which calculations shall be provided whether or not a Covenant Testing Period is in effect); as soon as available, but in any event within 120 days after the end of each of Parent’s fiscal years: (c) consolidated and consolidating financial statements of the Loan Parties and their Restricted Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the scope of such audit, or (iii) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item), by such accountants to have been prepared in accordance with GAAP. Such audited financial statements to include a balance sheet as of the end of such period, an income statement for such period, a statement of cash flow, and statement of shareholder’s equity for such period and, if prepared, such accountants’ letter to management; (d) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA and Fixed Charge Coverage Ratio (which calculations shall be provided whether or not a Covenant Testing Period is in effect); as soon as available, but in any event within 45 days after to the start of each of Parent’s fiscal years: (e) copies of Administrative Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the 5 year period following the date of such Projections (on a year by year basis, and for the 1 year period following the date of such Projections, on a month by month basis), certified by the chief financial officer of Administrative Borrower’s as being such officer’s good faith estimate of the financial performance of Administrative Borrower and its Restricted Subsidiaries during the period covered thereby; if and when delivered by Parent or Borrower (f) any other information that is provided by Parent or Borrower to its shareholders generally; promptly, but in any event within 5 Business Days after any Borrower has (g) notice of such event or condition and a statement of the curative action that Borrowers propose to take with respect thereto;

 
knowledge of any event or condition that constitutes a Default or an Event of Default, promptly after the commencement thereof, but in any event within 5 Business Days after the service of process with respect thereto on a Loan Party or any of its Restricted Subsidiaries: (h) notice of all actions, suits, or proceedings brought by or against the Loan Parties or any of its Restricted Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect; When provided to any of Borrower’s customer(s), (i) copies of the Quality Assurance Plan delivered to such customer; upon the request of Agent, (j) any other information reasonably requested relating to the financial condition of the Loan Parties or their Subsidiaries.

 
Schedule 5.2 Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent: If (x) no Increased Reporting Period is in effect, monthly (no later than the 15th day of each fiscal month, or (y) an Increased Reporting Period is in effect, weekly (no later than Wednesday of each week, commencing with the first such day to occur during any Increased Reporting Period), (a) a completed Borrowing Base Certificate (which such Borrowing Base Certificate shall be delivered in accordance with the provisions of Section 5.2 of this Agreement), (b) a detailed aging, by total, of each Borrower’s Accounts, together with a reconciliation and supporting documentation for any reconciling items noted, (c) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowers’ general ledger (d) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, (e) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrower's Accounts, (f) a summary aging, by vendor, of each Loan Party’s accounts payable and any book overdraft and an aging, by vendor, of any held checks, (g) a detailed report regarding each Loan Party’s and its Restricted Subsidiaries' cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash and the Macquarie Independent Amount; and (h) for any period during which the Blenders Tax Credit is in effect (i) a written report confirming the amount of Blenders Tax Credit (1) due to Borrower by the Department of Treasury (or other applicable Governmental Authority), (2) received by Borrower, and (3) due from Borrower to its Account Debtors including a detailed listing of the name of each Account Debtor and the amount each such Account Debtor is, or has asserted it is, entitled to receive and (ii) such other information with respect to the Blenders Tax Credit as Agent may request from time to time. Monthly (no later than the 30th day of each month), (i) a reconciliation of Accounts, accounts payable of Borrowers’ general ledger to its monthly financial statements, including any book reserves related to each category. Quarterly (no later than the 45th day after the end of each fiscal quarter), (j) a report regarding each Loan Party’s and its Restricted Subsidiaries’ accrued, but unpaid, ad valorem taxes, (k) supplements to the Schedules to this Agreement and the Guaranty and security Agreement to the extent necessary to update the information set forth therein, (l) a detailed list of each Loan Party’s and its Restricted Subsidiaries’ customers in respect of all Accounts, with address and contact information; and (m) a certification setting forth the list of Immaterial Subsidiaries and Unrestricted Subsidiaries, to the extent there have been changes.

 
Upon request by Agent (n) a report of each Loan Party’s and its Restricted Subsidiaries' cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash and the Macquarie Independent Amount; (o) copies of invoices, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time, (p) all relevant documentation related to Borrower’s filing method under the IRC for tax treatment that entitles it to elect a refund of excise taxes as a Blenders Tax Credit, (q) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification and (r) such other reports as to the Collateral of any Loan Party and its Restricted Subsidiaries, as Agent may reasonably request.

 
Schedule 5.16 Blenders Tax Credits Renewable Diesel Mixture Credit: Taxpayers who produce any biodiesel or renewable diesel mixture for sale or use in a trade or business may claim a credit of $1.00/gallon. The renewable diesel mixture is the product of mixing renewable diesel with diesel fuel (other than renewable diesel). The credit is based on the gallons of renewable diesel in the mixture. Credits must be supported with a certification of the fuel which identifies the product produced and the percentage of renewable diesel in the product (Model Certificate O). Renewable Diesel Credit: Taxpayers who use biodiesel/renewable diesel which is not mixed with diesel fuel in a trade or business or sell at retail to a person and placed in the fuel tank of such persons' vehicle may claim a credit of $1.00/gallon. Credits must be supported with a certification of the fuel which identifies the product produced and the percentage of renewable diesel in the product (Model Certificate O). Imposition of Tax: Tax is imposed on: 1) the removal of taxable diesel fuel from any refiner; 2) the removal of taxable diesel fuel from any terminal; 3) the entry of taxable diesel fuel into the US for consumption, use, or warehousing; and 4) the sale of taxable diesel fuel to any person who is not registered (unless there was a prior taxable removal/entry of such fuel) at $0.243/gallon. In general, tax is not imposed on any removal or entry of the taxable diesel fuel transferred in bulk by pipeline or vessel to a terminal or refinery if the person removing or entering the taxable fuel (operator of the pipeline or vessel) and the operator of the terminal or refinery are registered. Tax is imposed on taxable diesel fuel removed or sold by the blender at $0.243/gallon. In addition to the federal excise tax, the Leaking Underground Storage Tank (""LUST"") tax is imposed on the sale or use of taxable diesel fuel at $0.001/gallon. Filing Credit Claims: a) Quarterly Federal Excise Tax Return (Form 720) - A credit can be claimed when filing the quarterly excise tax return in section 12 of Schedule C for any biodiesel or renewable diesel mixture credit to reduce the quarterly liability and/or generate a refund. b) Claim for Refund of Excise Taxes (Form 8849) - Any excess credits not claimed on Form 720 or Form 4136 can be claimed on Form 8849 in Schedule 3 for biodiesel or renewable diesel mixture credits. c) Credit for Federal Tax Paid on Fuels (Form 4136) - A credits can be claimed when filing the annual income tax return (Form 1120). Credits claimed on Form 720 or Form 8849 cannot be claimed on this form but can include credits not claimed through the reporting year. Credits for biodiesel or renewable diesel mixture credit can be claimed in section 10 of the form.

 
Schedule 6.5 Nature of Business The operation of a refinery to process renewable feedstocks into renewable fuels, related products and environmental credits.

 

Exhibit 10.2 13585990v13 SUPPLY AND OFFTAKE AGREEMENT dated as of November 2, 2022 between MACQUARIE ENERGY NORTH AMERICA TRADING INC. and MONTANA RENEWABLES, LLC

 
ii 13585990v13 DEFINITIONS AND CONSTRUCTION ....................................................................... 2 CONDITIONS TO EFFECTIVENESS AND COMMENCEMENT ............................ 34 TERM OF AGREEMENT............................................................................................. 42 EFFECTIVE DATE TRANSFER; INDEPENDENT AMOUNT ................................. 44 PURCHASE AND SALE OF PERMITTED FEEDSTOCK ........................................ 44 PURCHASE PRICE FOR PERMITTED FEEDSTOCK .............................................. 53 TARGET INVENTORY LEVELS AND DIFFERENTIAL ADJUSTMENT ............. 55 PURCHASE AND DELIVERY OF RENEWABLE PRODUCTS .............................. 61 ANCILLARY COSTS; MONTH-END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE; CERTAIN REGULATORY MATTERS ..................................................................................................................... 66 PAYMENT PROVISIONS.......................................................................................... 71 ELIGIBLE RENEWABLES INVENTORY ............................................................... 75 INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT ................. 75 FINANCIAL INFORMATION; CREDIT SUPPORT ................................................ 76 REFINERY TURNAROUND, MAINTENANCE AND CLOSURE ......................... 79 TAXES......................................................................................................................... 81 INSURANCE............................................................................................................... 83 FORCE MAJEURE ..................................................................................................... 85 REPRESENTATIONS, WARRANTIES AND COVENANTS ................................. 87 DEFAULT AND TERMINATION ............................................................................. 95 SETTLEMENT AT TERMINATION....................................................................... 102 INDEMNIFICATION; EXPENSES.......................................................................... 106 LIMITATION ON DAMAGES ................................................................................ 108 RECORDS AND INSPECTION THEREOF ............................................................ 109 CONFIDENTIALITY ............................................................................................... 109 GOVERNING LAW.................................................................................................. 110 ASSIGNMENT .......................................................................................................... 110 NOTICES................................................................................................................... 112 NO WAIVER, CUMULATIVE REMEDIES ........................................................... 112 NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES ........ 112 MISCELLANEOUS .................................................................................................. 113 ENVIRONMENTAL ATTRIBUTES ....................................................................... 114

 
iii 13585990v13 MINIMUM LIQUIDITY REQUIREMENT ............................................................. 116 UNWIND PROCEDURES ........................................................................................ 116 Schedules Schedule Description Schedule 1.1(A) Specified Company Locations Schedule 1 Schedule A Refinery Renewable Products and Renewable Product Specifications Schedule B Current Month Pricing Benchmarks Schedule C-1 Annex for Purchase and Hedging of Intermediated Permitted Feedstock Schedule C-2 Monthly True-Up Amounts Schedule C-3 Daily Environmental Attributes Pricing Adjustment Schedule D Operational Volume Range Schedule E Included Tanks Schedule F [Reserved] Schedule G Form of Weekly Permitted Feedstock Projection Schedule H Form of Inventory Reports Schedule I Initial Inventory Targets Schedule J Scheduling and Communications Protocol Schedule K Form of Weekly Renewable Product Projection Schedule L Existing Financing Agreements Schedule M Notices

 
iv 13585990v13 Schedule Description Schedule N [Reserved] Schedule O [Reserved] Schedule P Permitted Feedstock; Macquarie Permitted Feedstock Procurement Contracts; Permitted Suppliers Schedule Q Form of Trade Sheet Schedule R Form of Step-Out Inventory Sales Agreement Schedule S Form of RD Refinery Production Volume Report Schedule T [Reserved] Schedule U Included Permitted Feedstock Pipelines and Included Renewable Product Pipelines Schedule Z Form of Target Monthly Permitted Feedstock and Renewable Product Forecast Schedule AA Form of Monthly Permitted Feedstock Forecast Schedule BB Form of Daily Environmental Attributes Report Schedule CC [Reserved] Schedule DD Form of Monthly Renewable Product Estimate

 
1 13585990v13 SUPPLY AND OFFTAKE AGREEMENT This Supply and Offtake Agreement (this “Agreement”) is made as of November 2, 2022 (the “Effective Date”), between Macquarie Energy North America Trading Inc. (“Macquarie”), a Delaware corporation, located at 500 Dallas Street, Suite 3300 Houston, Texas 77002, and Montana Renewables, LLC (the “Company”), a Delaware limited liability company, located at 2780 Waterfront Parkway Drive, Indianapolis, Indiana 46214 (each referred to individually as a “Party” or collectively as the “Parties”). RECITALS: WHEREAS, the Company owns or leases and operates a certain Refinery located in Great Falls, Montana, which Refinery facilitates, or upon the Renewable Diesel Conversion is to facilitate, the processing and refining of various Permitted Feedstock for the production of Renewable Product and associated Environmental Attributes as such terms are defined below; WHEREAS, reference is made to the Stonebriar Sale and Leaseback Agreements defined below pursuant to which the Company sold to and leases back from Stonebriar Commercial Finance LLC, a Delaware limited liability company (“Stonebriar”), the Refinery; WHEREAS, reference is made to the Wells Fargo Credit Agreement defined below pursuant to which the Company entered into a credit facility with Wells Fargo Bank, National Association with respect to its accounts receivables; WHEREAS, the Company intends, for completion after the Effective Date, (a) to undertake the “MHC conversion to RDU”, which will convert the existing oversized Mild Hydrocracker (MHC) into a renewable diesel unit (RDU), (b) to convert the refining capacity and capabilities of the Refinery to process a mix of Permitted Feedstock to produce certain Renewable Product and (c) to undertake other associated works required for the operation of such Refinery as such (the “Renewable Diesel Conversion”, and the completed project, the “Renewable Diesel Project”); WHEREAS, reference is made to that certain Asset Purchase Agreement dated November 18, 2021 between Calumet Montana Refining, LLC, a Delaware limited liability company (“Calumet Montana”), as seller, and the Company, as buyer (together with all schedules, exhibits and annexes thereto, the “Sale Agreement”), pursuant to which Calumet Montana sold and the Company purchased such Refinery, as more particularly described therein; WHEREAS, reference is made to that certain Ground Lease dated November 18, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Montana Renewables Lease”) between Calumet Montana and the Company, pursuant to which Calumet Montana leases to the Company the land on which the Refinery is located; WHEREAS, reference is made to that certain Master Services Agreement dated as of November 18, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Montana Renewables Services Agreement”) between Calumet Montana and the Company, pursuant to which Calumet Montana, among other things, provides certain services to the

 
2 13585990v13 Company in connection with the Company’s maintenance, operation and management of the Refinery, as more specifically described therein; WHEREAS, during the Initial Ramp-up Period defined below, the Company will continue to take all steps reasonably necessary to construct and complete the Renewable Diesel Project in order to process and refine Permitted Feedstock into Renewable Product at the Refinery; WHEREAS, the Company desires for Macquarie to intermediate and sell Permitted Feedstock to the Company for use at the Refinery and for Macquarie to purchase from the Company all Renewable Product produced from the Refinery, subject to the terms and conditions set forth in this Agreement; WHEREAS, it is contemplated that during the Term of this Agreement, (a) Macquarie will have title and risk of loss of Permitted Feedstock and Renewable Products while they are located in Included Permitted Feedstock Locations and Included Renewable Product Locations, respectively, and (b) the Company will have title and risk of loss of Permitted Feedstock and Renewable Products while they are not in Included Permitted Feedstock Locations or Included Renewable Product Locations, respectively; WHEREAS, the Company desires to use the proceeds from the Company’s sales from time to time under this Agreement as a source of liquidity for the Company's Permitted Feedstock and Renewable Products; WHEREAS, for the Term of this Agreement, solely to the extent agreed by the Parties, the Company may provide professional consulting, liaison, and other related services to assist Macquarie in the marketing and sale of the Renewable Products acquired by Macquarie hereunder in accordance with the terms and conditions of the Marketing and Sales Agreement (as defined below); and WHEREAS, it is contemplated that upon the termination of this Agreement, Macquarie shall transfer to the Company, through novations or reassignments, various contractual rights pursuant to the termination provisions provided herein, and is expected (but is not required) to sell to the Company all of Macquarie’s Permitted Feedstock and Renewable Products inventory held in Included Locations, in accordance with the Step-Out Inventory Sales Agreement (as defined below); NOW, THEREFORE, in consideration of the premises and respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do agree as follows: DEFINITIONS AND CONSTRUCTION 1.1 Definitions- General. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

 
3 13585990v13 “Accounts” has the meaning assigned to such term in the Uniform Commercial Code of the State of New York as in effect from time to time. “Acknowledgment Agreement” means the Acknowledgment Agreement dated as of the Effective Date by and among Macquarie, the Administrative Agent under the Wells Fargo Credit Agreement and the Company, pursuant to which the parties thereto acknowledge the terms hereof and related matters. “Additional Financing Agreement” has the meaning specified in Section 18.2(j). “Additional Renewable Product Transaction” has the meaning specified in the Marketing and Sales Agreement. “Affected Obligations” has the meaning specified in Section 17.3. “Affected Party” has the meaning specified in Section 17.1. “Affiliate” means, in relation to any Person, any entity controlled, directly or indirectly, by such Person, any entity that controls, directly or indirectly, such Person, or any entity directly or indirectly under common control with such Person. For this purpose, “control” of any entity or Person means ownership of a majority of the issued shares or voting power or control in fact of the entity or Person. “Aggregate Monthly Renewable Product Sales Fee” has the meaning specified in Section 8.12. “Aggregate Permitted Feedstock Sale Receipt” means the sum of the actual aggregate purchase value paid to Macquarie for all quantities of Permitted Feedstock that Macquarie delivered during such period under Counterparty Permitted Feedstock Sales with third parties. “Aggregate Renewable Product Purchase Proceeds” means for any Renewable Product Group and relevant period, the sum of the actual aggregate purchase value paid by Macquarie for all quantities of such Renewable Product Group that Macquarie purchased during such period under Included Renewable Product Purchase Transactions with a Renewable Product Supplier. “Aggregate Renewable Product Sale Receipt” means for any Renewable Product Group and relevant period, the sum of the actual aggregate purchase values paid to Macquarie for all quantities of such Renewable Product Group that Macquarie delivered during such period under Included Sales Transactions with Customers. “Aggregate Third Party Permitted Feedstock Sale Receipt” means the sum of the actual aggregate purchase price paid to Macquarie for all quantities of Permitted Feedstock that Macquarie delivered during such period at the Permitted Feedstock Delivery Point to a third party at the direction of the Company. “Agreement” has the meaning specified in the introductory paragraph of this Agreement. “Ancillary Contract” has the meaning specified in Section 20.1(c).

 
4 13585990v13 “Ancillary Costs” means, to the extent reasonably demonstrated by Macquarie by trade ticket, invoice or other supporting documentation, all freight, pipeline, transportation, storage, tariffs and other out of pocket costs and expenses incurred as a result of the purchase, movement and storage of Permitted Feedstock or Renewable Products undertaken in connection with or required for purposes of this Agreement (whether or not arising under Macquarie Permitted Feedstock Procurement Contracts and regardless of the point at which or terms upon which delivery is made under any such Macquarie Permitted Feedstock Procurement Contract), including, fees and expenses, broker’s and agent’s fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under this Agreement), pipeline and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund and other comparable fees, processing fees (including fees for water or sediment removal or feedstock decontamination), merchandise processing costs and fees, any charges imposed by any Governmental Authority, user fees, fees and costs for any credit support provided to any third party with respect to any transactions contemplated by this Agreement, any pipeline compensation or reimbursement payments that are not timely paid by the pipeline to Macquarie and any and all fees, costs and expenses related to railcars, including demurrage and detention fees. Ancillary Costs will also include, without duplication, out of pocket expenses associated with the cost of operation of transportation, storage or other facilities assigned hereunder to Macquarie by the Company, third-party out of pocket legal fees, tax advisory fees, and out of pocket expenses incurred in connection with any of the Transaction Documents. Notwithstanding the foregoing, the following shall not be considered Ancillary Costs: (a) Macquarie’s hedging costs in connection with this Agreement or the transactions contemplated hereby (but such exclusion shall not (A) change or be deemed to change the manner in which Related Hedges, including Permitted Feedstock Hedges, are addressed under Articles 19 and 20 below, or (B) include the Transaction Costs, it being the Parties’ intention to include the items listed in this clause (B) as Ancillary Costs), (b) any costs for which Macquarie has otherwise been compensated under this Agreement and the Transaction Documents by the inclusion of the full amount thereof in any other payment made hereunder, including pursuant to any true-up, adjustment, or netting mechanism provided for thereunder, or (c) any costs which Macquarie has agreed, in accordance with the express terms hereof, shall be solely for Macquarie’s own account. In no event shall “Ancillary Costs” include (i) any costs or expenses that are not paid or payable out of pocket by Macquarie, (ii) any overhead allocations or other internal costs, and (iii) any taxes. “Applicable Law” means (a) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (b) any agreement, concession or arrangement with any Governmental Authority and (c) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either Party or the subject matter of this Agreement. “Arrangement Fee” has the meaning assigned to such term in the Fees and Adjustments Letter.

 
5 13585990v13 “Available Deferred Payment Amount” means on any given day the balance of the Deferred Payment Amount that has not been used to defer Company Interim Tank Permitted Feedstock Payments. “Bailee Letter” means the Stonebriar Letter Agreement and any other bailee letter or lien acknowledgment letter in respect of one or more Specified Company Locations or Included Locations, as applicable, among Macquarie, the Company and an applicable third party from time to time, in each case, as amended, restated, supplemented or otherwise modified from time to time. “Bank Holiday” means any day (other than a Saturday or Sunday) on which banks are authorized or required to close in the State of New York. “Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors as a group, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within sixty (60) days or (x) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events. “Bankruptcy Code” means chapter 11 of Title 11, U.S. Code. “Bankruptcy Law” means the Bankruptcy Code, as amended from time to time, or any similar federal or state law for the relief of debtors. “Barrel” means forty-two (42) net U.S. gallons, measured at sixty (60) degrees Fahrenheit. “Base Agreements” means (a) any agreements hereafter entered into between the Company and a third party pursuant to which the Company acquires any rights to use Included Permitted Feedstock Storage Tanks, Included Permitted Feedstock Pipelines, Included Renewable Product Tanks, Included Renewable Product Pipelines or Specified Company Locations, (b) the Montana Renewables Services Agreement, (c) the Montana Renewables Lease, and (d) any other agreement entered into by the Company or any of its Affiliates relating to the Refinery, including any related agreements related to Permitted Feedstock and Renewable Products in connection with the Refinery.

 
6 13585990v13 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings. “Best Available Inventory Data” means daily inventory reports produced by the Company or third parties in respect of the Included Permitted Feedstock Storage Tanks, Included Renewable Product Tanks, Included Permitted Feedstock Pipelines, Included Renewable Product Pipelines and Specified Company Locations, in the form specified in Schedule H. “Board of Directors” means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner; (3) with respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling committee of managing members thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function. “Business Day” means any day that is not a Saturday, Sunday, or Bank Holiday. “Calumet Montana” has the meaning set forth in the recitals of this Agreement. “Capital Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. “Change of Control” means the occurrence of any of the following: (a) the direct sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the Company taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); (b) the adoption of a plan relating to the liquidation or dissolution of the Company; (c) (i) the consummation of any transaction (including, without limitation, any merger or consolidation), in one or a series of related transactions, the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), (other than Sponsor or any wholly owned Subsidiary of Sponsor), becomes the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the Capital Stock of Parent, (ii)

 
7 13585990v13 Sponsor (or any wholly owned Subsidiary of Sponsor) ceases to manage the day to day operations of Parent, the Company, the Refinery or, to the extent required to operate the Refinery, the related refining assets located in Great Falls, Montana owned indirectly by Sponsor on the date of this agreement, or (iii) Sponsor ceases to directly or indirectly own at least fifty percent (50%) of the Capital Stock of Parent; (d) Parent ceases to directly own one hundred percent (100%) of the Capital Stock of the Company; or (e) The occurrence of a “Change of Control” or “Change in Control” event (howsoever defined or referred to) under any outstanding Financing Agreement. Notwithstanding the preceding, a conversion of the Parent or the Company from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who (x) Beneficially Owned the Capital Stock of the Parent immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity or (y) Beneficially Owned the Capital Stock of the Company immediately prior to such transactions continue to Beneficially Own in the aggregate 100% of the Voting Stock of such entity, or, in each case, continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity, and, in either case no “person,” other than a Qualifying Owner, Beneficially Owns more than 50% of the Voting Stock of the Company. “Code” means the Internal Revenue Code of 1986, as amended. “Commencement Date” has the meaning specified in Section 2.3(a). “Company” has the meaning specified in the introductory paragraph of this Agreement. “Company Agreement” means agreements (whether one or more), between the Company and another Person pursuant to which the Company agrees to sell to any such Person one or more Renewable Products. “Company Deferred Deficit” means the dollar amount by which the Company Interim Tank Permitted Feedstock Payments that Company has not yet paid exceeds the Available Deferred Payment Amount. “Company Early Termination Date” has the meaning specified in Section 3.2(b). “Company Interim Procurement Contract Permitted Feedstock Payment” has the meaning set forth in Section 10.1(b)(i)(A).

 
8 13585990v13 “Company Interim Renewable Product Payment” has the meaning set forth in Section 10.1(b)(ii). “Company Interim Tank Permitted Feedstock Payment” has the meaning set forth in Section 10.1(b)(i)(B). “Company Owned Location” means a Specified Company Location that is owned or leased and operated by the Company or any of its Affiliates. “Company Permitted Feedstock Inventory” means, as of any day, the volume of Eligible Renewables Inventory consisting of Permitted Feedstock that is then held at a Specified Company Location. “Company Permitted Feedstock Inventory Value” equals, as of any day, the volume of Company Permitted Feedstock Inventory multiplied by the applicable Current Month Pricing Benchmark(s). “Company Renewable Product Inventory” means, as of any day, the volume of Eligible Renewables Inventory consisting of Renewable Products that are then held at a Specified Company Location. “Company Renewable Product Inventory Value” equals, as of any day, the volume of Company Renewable Product Inventory multiplied by the applicable Current Month Pricing Benchmark(s). “Company Sourcing Transaction” has the meaning specified in Section 18.2(h). “Contract Nominations” has the meaning specified in Section 5.3(b). “Conversion Completion” means the satisfaction of each of the following conditions: (a) all material facilities that comprise the Renewable Diesel Conversion have been installed and constructed and are in proper working order; (b) the Renewable Diesel Project has satisfied any applicable performance guarantees and regulatory and permitting requirements; (c) during testing, the Renewable Diesel Project continues to satisfy the performance levels required pursuant to the requirements in clauses (a) and (b) above for no less than fourteen (14) consecutive days; (d) the Company has all authorizations necessary for the operation of the Renewable Diesel Project and all insurance policies relating to the operation of the Renewable Diesel Project and copies of the same have been provided to Macquarie; and (e) the Company shall have delivered to Macquarie a certificate of an Authorized Representative certifying the satisfaction of each of the above conditions in form and substance satisfactory to Macquarie. “Costs” has the meaning set forth in the definition of “Liabilities”.

 
9 13585990v13 “Counterparty Permitted Feedstock Sales” means all sales of Barrels of Permitted Feedstock during any month under Macquarie Permitted Feedstock Procurement Contracts made by Macquarie to a counterparty other than the Company under this Agreement. “Counterparty Permitted Feedstock Sales Fee” means, with respect to any month, the sum of all Permitted Feedstock Sales Fees relating to all Counterparty Permitted Feedstock Sales. “Credit Agreement Documents” means the Wells Fargo Credit Agreement and the Loan Documents (as defined in the Wells Fargo Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Credit Agreement Obligations, and any other document or instrument executed or delivered at any time in connection therewith, including any intercreditor or joinder agreement among holders of Credit Agreement Obligations, to the extent such are effective at the relevant time, as each may be amended or modified from time to time. “Credit Agreement Obligations” means all Obligations (as defined in the Wells Fargo Credit Agreement). “Credit Support” means “Collateral” as defined in the Pledge and Security Agreement, including, for the avoidance of doubt, Renewables Credit Support, Environmental Attributes and such other collateral as further described in the Lien Documents. “Creditor Acknowledgment” means, (a) with respect to the Wells Fargo Credit Agreement and any Financing Agreement which constitutes a replacement or refinancing thereof, the Acknowledgment Agreement, (b) with respect to the Stonebriar Sale and Leaseback Agreements, the Stonebriar Letter Agreement, and (c) with respect to any other Financing Agreement, other than an indenture governing one or more series of publicly traded notes, an acknowledgment agreement, recognition agreement or other form of intercreditor agreement, in form and substance satisfactory to Macquarie, pursuant to which the creditors under such Financing Agreement (or their agent or trustee, as the case may be) (i) acknowledge and recognize Macquarie’s ownership of all Permitted Feedstock and Renewable Products held at Included Locations and Macquarie’s perfected first priority Lien on all (x) Permitted Feedstock and Renewable Products held at Specified Company Locations and (y) Environmental Attributes, as applicable, (ii) agree that they hold no lien against or other claim to any of such Permitted Feedstock and Renewable Products and Environmental Attributes and, to the extent necessary, confirming their release of any liens that such creditors may have had on such Permitted Feedstock and Renewable Products and Environmental Attributes, (iii) agree not to interfere with Macquarie’s exercise of its rights (whether as owner or lienholder) with respect thereto, (iv) agree to take such further actions as Macquarie may reasonably request to implement the intent of the foregoing, including (without limitation) filing amendments or termination of UCC financing statements and (v) agree that they shall permit and not interfere with the removal by Macquarie of its Permitted Feedstock and Renewable Products held at Included Locations upon the occurrence and during the continuance of an Event of Default hereunder or otherwise. “Current Month Pricing Benchmark(s)” means, (a) for any month and with respect to a particular Pricing Group, (1) the pricing index, formula or benchmark plus or minus (2) the applicable Differential (if any) set forth on and determined in accordance with Schedule B for such

 
10 13585990v13 month, plus (b) for any day and with respect to Renewable Products only, the applicable Environmental Attribute Price for such day determined on a daily basis as set forth on and determined in accordance with Schedule B. “Customer” has the meaning specified in the Marketing and Sales Agreement. “Daily Environmental Attribute Pricing Adjustment” has the meaning specified in Schedule C-3. “Daily Permitted Feedstock Procurement Contract Sales” means on any Delivery Date the volume of Macquarie Procurement Barrels sold by Macquarie to Company. “Daily Permitted Feedstock Purchases” means for any day Macquarie’s estimate of the aggregate volume of Permitted Feedstock purchased by Macquarie from Company at any Permitted Feedstock Intake Point. “Daily Permitted Feedstock Tanks Sales” means on any Delivery Date the volume of Permitted Feedstock sold at the Permitted Feedstock Delivery Point by Macquarie to Company. “Daily Prices” means, with respect to a particular Pricing Group, the Current Month Pricing Benchmark applicable to such Pricing Group on any Delivery Date. “Daily Renewable Product Purchases” means, for any day and Renewable Product Group, Macquarie’s estimate of the aggregate volume of such Renewable Product purchased by Macquarie from the Company during such day pursuant to (i) Section 8.1(a) or (ii) Section 8.1(c). “Daily Renewable Product Sales” means, for any day and Renewable Product Group, Macquarie’s estimate of the aggregate sales volume of such Renewable Product sold by Macquarie during such day to Company. “Daily SOFR” means, on any day, overnight SOFR on the day that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided that if as of 5:00 p.m. (New York City time) on any such day such rate has not been published by the Term SOFR Administrator, then Daily SOFR will be overnight SOFR as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such rate was published by the Term SOFR Administrator. “Default” means any event that, with notice or the passage of time, would constitute an Event of Default. “Default Interest Rate” means the lesser of (i) Daily SOFR plus four and three-quarters percent (4.75%) per annum and (ii) the maximum rate of interest permitted by Applicable Law. “Defaulting Party” has the meaning specified in Section 19.2(a). “Deferred Payment Amount” means the sum of (i) Company Permitted Feedstock Inventory Value (of Company Permitted Feedstock Inventory up to the total maximum inventory levels set forth in Schedule D) calculated daily, multiplied by 0.80, plus (ii) Company Renewable

 
11 13585990v13 Product Inventory Value (of Company Renewable Product Inventory up to the total maximum inventory levels set forth in Schedule D) calculated daily, multiplied by 0.90, plus (iii) any additional deferred amount (if any) extended by Macquarie to Company, in writing, under this Agreement, at Macquarie’s sole and absolute discretion. “Deferred Payment Amount Fee” has the meaning specified in the Fees and Adjustments Letter. “Definitive Effective Date Value” has the meaning specified in the Inventory Sales Agreement. “Definitive Effective Date Volume” has the meaning specified in the Inventory Sales Agreement. “Delivery Date” means any day that deliveries are made of Permitted Feedstock or Renewable Products. “Delivery Month” means, with respect to Permitted Feedstock, the calendar month in which Permitted Feedstock is to be delivered into one or more Included Permitted Feedstock Storage Tanks or a Specified Company Location and, with respect to Renewable Products, the month in which Renewable Product is to be delivered into an Included Renewable Product Location or a Specified Company Location. “Derivative Transaction” means any obligation in respect of any transaction in the nature of a transaction as described in (a)(i) and (ii), (b) and (c) of the definition of Specified Transaction. “Designated Affiliate” means, in the case of Macquarie, Macquarie Bank Limited, a company organized under the laws of Australia, and Macquarie Energy Canada Ltd., and, in the case of the Company, the Parent and any Subsidiary of the Company. “Differential” means, for each Current Month Pricing Benchmark, the amount added to or subtracted from the applicable pricing index, formula or benchmark set forth on Schedule B to determine such Current Month Pricing Benchmark. The Differentials applicable during the Term, shall be as set forth on Schedule B and as may be adjusted from time to time pursuant to Section 7.4. “Differential Adjustment Month” means each calendar month. “Disposed Quantity” has the meaning specified in Section 9.4(a). “Disposition Amount” has the meaning specified in Section 9.4(a). “Effective Date” has the meaning specified in the introductory paragraph of this Agreement. “Effective Date Purchase Value” means, with respect to the Definitive Effective Date Volume, initially the Estimated Effective Date Value until the Definitive Effective Date Value has been determined and thereafter the Definitive Effective Date Value.

 
12 13585990v13 “Eligible Renewables Inventory” means, as of any day, the Renewables owned by the Company and held for sale or that consists of raw materials and that are subject to a valid, first priority perfected Lien and security interest in favor of Macquarie, including, without limitation, at any time and with respect to any such Renewables, the aggregate volume of such Renewables constituting linefill; provided that, unless Macquarie shall otherwise elect in its reasonable discretion, Eligible Renewables Inventory shall not include any Renewable: (a) that is held on consignment or not otherwise owned by the Company; (b) that is unmerchantable or damaged Renewable Product or constitutes Renewable Product that is permanently off-spec or that does not meet either the Renewable Fuel Standard or the Low Carbon Fuel Standard, including as relates to and as applicable to the relevant Environmental Attribute; (c) that is subject to any other Lien whatsoever (other than Permitted S&O Liens); (d) that consists solely of chemicals (other than commodity chemicals maintained in bulk), samples, prototypes, supplies, or packing and shipping materials; (e) that has been sold to a customer of the Company; (f) that is not located at a Specified Company Location; (g) that is not currently either usable or salable, at market price, in the normal course of the Company’s business or that has no commercial value; (h) that consists of industrial waste; or (i) that is not identified on Schedule A, unless otherwise mutually agreed by the Parties; provided that, in no event shall any Related Hedges or the marked-to-market value thereof be considered in determining any Eligible Renewables Inventory. “Ending Company Permitted Feedstock Inventory” has the meaning specified in Section 9.2(a). “Ending Company Renewable Product Inventory” has the meaning specified in Section 9.2(a). “Ending In-Tank Permitted Feedstock Inventory” has the meaning specified in Section 9.2(a). “Ending In-Tank Renewable Product Inventory” has the meaning specified in Section 9.2(a).

 
13 13585990v13 “Environmental Attribute Value Capital Fee” has the meaning specified in and shall be calculated in accordance with the Fees and Adjustments Letter. “Environmental Law” means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of industrial waste or hazardous substances or materials. “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. “EST” means the prevailing time in the Eastern time zone of the United States of America. “Estimated Effective Date Value” has the meaning specified in the Inventory Sales Agreement. “Estimated Termination Amount” has the meaning specified in Section 20.2(b). “Estimated Yield” has the meaning specified in Section 8.3(a). “Event of Default” means an occurrence and continuation of any one or more of the events or circumstances described in Section 19.1. “Excess Inventory Level” has the meaning specified in Section 7.9. “Excess Quantity” has the meaning specified in Section 7.10(a). “Exchange Act” means the Securities Exchange Act of 1934. “Existing Financing Agreements” means the Financing Agreements listed on Schedule L. “Expiration Date” has the meaning specified in Section 3.1. “Facilities Operator Affiliates” means any Affiliate of Company that operates any Refinery Facilities, including, for avoidance of doubt, Calumet Montana pursuant to the Montana Renewables Services Agreement or such other agreements.

 
14 13585990v13 “FATCA” mean Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement. “Fed Funds Rate” means the rate set forth in H.15(519) or in H.15 Daily Update for the most recently preceding Business Day under the caption “Federal funds (effective)”; provided that if no such rate is so published for any of the immediately preceding three (3) Business Days, then such rate shall be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged by each of three leading brokers of U.S. dollar Federal funds transactions prior to 9:00 a.m., EST, on that day, which brokers shall be selected by Macquarie in a commercially reasonable manner. For purposes hereof, “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System, available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/, or any successor site or publication and “H.15 Daily Update” means the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update/, or any successor site or publication. “Fees and Adjustments Letter” means that certain letter from Macquarie to the Company, executed on or before the Effective Date and as from time to time thereafter amended, restated, supplemented or otherwise modified from time to time, which identifies itself as the “Fees and Adjustments Letter” for purposes hereof, and pursuant to which the Parties have set forth the amounts for and other terms relating to certain fees payable hereunder and other amounts determined for purposes hereof. “Financing Agreement” means any credit agreement, term loan, sale-leaseback, indenture or other financing agreement (including, without limitation, the Stonebriar Sale and Leaseback Agreements, the Wells Fargo Credit Agreement and the other Credit Agreement Documents) and any and all other loan and/or transaction documents and agreements related to any of the foregoing under which the Company may incur or become liable for indebtedness for borrowed money (including capitalized lease obligations and reimbursement obligations with respect to letters of credit), and any replacements or refinancings of any of the foregoing, in each case, in excess of $10,000,000, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time, but only if the covenants thereunder limit or otherwise apply to any of the business, assets or operations of the Company and/or any of its Restricted Subsidiaries. “Force Majeure” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty could be settled by acceding to any demands of any such labor group of individuals and whether or not involving employees of the Company or Macquarie); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of, explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities

 
15 13585990v13 (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to avoid or overcome. Solely for purposes of this definition, the failure of any Third Party Supplier to deliver Permitted Feedstock pursuant to any Macquarie Permitted Feedstock Procurement Contract, whether as a result of Force Majeure as defined above, “force majeure” as defined in such Macquarie Permitted Feedstock Procurement Contract, breach of contract by such Third Party Supplier or any other reason, shall constitute an event of Force Majeure for Macquarie under this Agreement with respect to the quantity of Permitted Feedstock subject to that Macquarie Permitted Feedstock Procurement Contract. “GAAP” means generally accepted accounting principles in the U.S. set out in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time. “Governmental Authority” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any person purporting to act therefor. “Hazardous Substances” means any explosive or radioactive substances or wastes and any toxic or hazardous substances, materials, wastes, contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” (or similarly identified), regulated under or forming the basis for liability under any applicable Environmental Law. “Identified Facilities” has the meaning specified in Section 14.4(a). “Included Locations” means, collectively, the Included Permitted Feedstock Locations and the Included Renewable Product Locations, and for purposes of this definition: (1) “Included Permitted Feedstock Locations” means, collectively, the Included Permitted Feedstock Storage Tanks and the Included Permitted Feedstock Pipelines, and for purposes of this definition: (a) “Included Permitted Feedstock Storage Tanks” means any of the tanks at the Refinery listed on Schedule E that store Permitted Feedstock, including, as applicable, any related facilities or pipelines owned or leased by the Company and used in connection with such tanks. (b) “Included Permitted Feedstock Pipelines” means the Permitted Feedstock pipelines or sections thereof owned or leased by the Company or by a third party

 
16 13585990v13 that is listed on Schedule U, as such schedule may from time to time be amended by the Parties. (2) “Included Renewable Product Locations” means, collectively, the Included Renewable Product Tanks and the Included Renewable Product Pipelines, and for purposes of this definition: (a) “Included Renewable Product Tanks” means the Renewable Product storage tanks owned or leased and operated by the Company or by third parties as further identified and described on Schedule E, including, as applicable with respect to the inventory report provided by any such third party, any related facilities or pipelines used in connection with such tanks. (b) “Included Renewable Product Pipelines” means the Renewable Product pipelines or sections thereof owned or leased by the Company or by a third party that is listed on Schedule U, as such schedule may from time to time be amended by the Parties. “Included Renewable Product Purchase Transaction” means an agreement entered into by Macquarie at the request of the Company under Section 2.3 of the Marketing and Sales Agreement, pursuant to which Macquarie purchases a quantity of Renewable Products from a Renewable Product Supplier. “Included Sales Transaction” has the meaning specified in the Marketing and Sales Agreement. “Included Tanks” means the Included Permitted Feedstock Storage Tanks and Included Renewable Product Tanks, as more particularly described on Schedule E. “Independent Amount” has the meaning assigned to such term in the Fees and Adjustments Letter. “Independent Inspection Company” has the meaning specified in Section 12.3. “Index Permitted Feedstock Sale Value” means (i) the sum of the aggregate quantity of Barrels of Permitted Feedstock sold during such period under Counterparty Permitted Feedstock Sales with third parties, multiplied by (ii) the Current Month Pricing Benchmark for Permitted Feedstock during that period. “Index Renewable Product Purchase Value” means, for any Renewable Product Group and relevant period, the product of (i) the sum of the aggregate quantity of Barrels of such Renewable Product Group purchased during such period under Included Renewable Product Purchase Transactions, multiplied by (ii) the Current Month Pricing Benchmark for that Renewable Product Group and period. “Index Renewable Product Sale Value” means, for any Renewable Product Group and relevant period, the product of (i) the sum of the aggregate quantity of Barrels of such Renewable

 
17 13585990v13 Product Group sold during such period under Included Sales Transactions, multiplied by (ii) the Current Month Pricing Benchmark for that Renewable Product Group and period. “Index Third Party Permitted Feedstock Sale Value” means (i) the sum of the aggregate quantity of Barrels of Permitted Feedstock sold during such period to third parties at the Permitted Feedstock Delivery Point at the direction of the Company, multiplied by (ii) the Current Month Pricing Benchmark for Permitted Feedstock during that period. “Initial Estimated Yield” has the meaning specified in Section 2.3(b)(iv). “Initial Independent Amount” has the meaning assigned to such term in the Fees and Adjustments Letter. “Insolvency or Liquidation Proceeding” means: (1) any case commenced by or against any Person under any Bankruptcy Law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Person, any receivership or assignment for the benefit of all or substantially all creditors relating to any Person or any similar case or proceeding relative to any Person or all or substantially all of its creditors, as such, in each case whether or not voluntary; or (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Person, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency, except for any liquidation or dissolution permitted under the Transaction Documents. “Interim Payment” means a net payable amount determined by netting all of the Macquarie Interim Payment, Company Interim Procurement Contract Permitted Feedstock Payment, Company Interim Tank Permitted Feedstock Payments, Company Interim Renewable Product Payment, and the Daily Environmental Attribute Pricing Adjustment. “Inventory” has the meaning assigned to such term in the Uniform Commercial Code of the State of New York as in effect from time to time. “Inventory Capital Fee” has the meaning assigned to such term in the Fees and Adjustments Letter. “Inventory Report” has the meaning as specified in Section 11.1(a). “Inventory Sales Agreement” means the purchase and sale agreement, in form and in substance mutually agreeable to the Parties, dated as of the Effective Date, pursuant to which the Company is selling and transferring to Macquarie the Definitive Effective Date Volume then owned by the Company for the Effective Date Purchase Value related thereto, free and clear of all liens, claims and encumbrances of any kind, other than Permitted S&O Liens. “Latest Commencement Date” has the meaning specified in Section 2.3(a).

 
18 13585990v13 “Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law. “Lien Documents” means the Pledge and Security Agreement and any other instruments, documents and agreements delivered by or on behalf of the Company and its Subsidiaries in order to grant to and perfect in favor of Macquarie a security interest in and lien on the Renewables Credit Support and the other Credit Support, respectively, as security for the obligations of the Company pursuant to this Agreement and the other Transaction Documents. “Liens” has the meaning specified in Section 18.3(f)(ii). “Liquidated Amount” has the meaning specified in Section 19.2(f). “Liquidity” means, at any time, the total of (a) Unrestricted Cash maintained by the Company plus (b) amounts available for drawing under the Wells Fargo Credit Facility or other revolving lines of credit available from time to time. “Macquarie” has the meaning specified in the introductory paragraph of this Agreement. “Macquarie Delivery Point” means the point of delivery agreed to by the Parties for Macquarie Procurement Barrels in the U.S., including the Included Permitted Feedstock Storage Tanks. “Macquarie Early Termination Notice Date” has the meaning specified in Section 3.2(a). “Macquarie Interim Payment” has the meaning specified in Section 10.1(a). “Macquarie’s Inspector” means any Person selected by Macquarie in a commercially reasonable manner that is acting as an agent for Macquarie or that (1) is a licensed Person who performs sampling, quality analysis and quantity determination of the Permitted Feedstock and Renewable Products purchased and sold hereunder, (2) is not an Affiliate of any Party and (3) in the reasonable judgment of Macquarie, is qualified and reputed to perform its services in accordance with Applicable Law and industry practice, to perform any and all inspections required by Macquarie. “Macquarie Permitted Feedstock Procurement Contract” means a procurement contract, on industry customary terms and conditions and otherwise reasonably satisfactory to Macquarie and the Company, entered into by Macquarie or Macquarie Energy Canada Ltd., as applicable, and a Permitted Supplier from time to time at the request of Company under this Agreement for the purchase of Permitted Feedstock within the U.S. or Canada, as applicable, to be sold and delivered to the Company at the Macquarie Delivery Point, all as more particularly described on Schedule P, as such schedule is amended and supplemented from time to time by mutual agreement of the Parties.

 
19 13585990v13 “Macquarie Procurement Barrels” means barrels of Permitted Feedstock purchased by Macquarie under a Macquarie Permitted Feedstock Procurement Contract. “Macquarie Procurement Barrels Price” means with respect to the Macquarie Procurement Barrels purchased under any Macquarie Permitted Feedstock Procurement Contract, a pricing index, formula or benchmark, plus or minus a differential, that is mutually agreeable to the Parties. “Macquarie’s Policies and Procedures” has the meaning specified in Section 14.4(a). “Macquarie’s Property” has the meaning specified in Section 18.3(f)(ii). “Marketing and Sales Agreement” means the marketing and sales agreement, dated as of the Effective Date, between the Company and Macquarie pursuant to which the Renewable Product purchased by Macquarie hereunder shall from time to time be marketed and sold by the Company for Macquarie’s account or otherwise, as amended, supplemented, restated or otherwise modified from time to time. “Master Agreement” means the Master Permitted Feedstock and Renewable Products Purchase and Sale Agreement, dated as of the Effective Date, between the Company and Macquarie. “Master Agreement Termination Event” means, with respect to a party, any “Event of Default” under the Master Agreement with respect to such party or otherwise any breach or violation of any term or condition of the Master Agreement after giving effect to any applicable notice requirement or grace period. “Material Adverse Change” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Company, the Parent or any other Subsidiary of Parent to perform its obligations under any of the Transaction Documents to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company, the Parent or any other Subsidiary of the Parent of any Transaction Document to which it is a party. “Measured Permitted Feedstock Quantity” means, for any Delivery Date, the total quantity of Permitted Feedstock that, during such Delivery Date, was withdrawn and lifted by and delivered to the Company at the Permitted Feedstock Delivery Point, as evidenced by either (i) meter readings and meter tickets for that Delivery Date or (ii) tank gaugings conducted at the beginning and end of such Delivery Date. “Measured Renewable Product Quantity” means, for any Delivery Date, the total quantity of a particular Renewable Product that, during such Delivery Date, was delivered by the Company to Macquarie at the Renewable Product Intake Point, as evidenced by either (i) meter readings and meter tickets for that Delivery Date or (ii) tank gaugings conducted at the beginning and end of such Delivery Date. “Montana Renewables Lease” has the meaning set forth in the recitals of this Agreement.

 
20 13585990v13 “Montana Renewables Services Agreement” has the meaning set forth in the recitals of this Agreement. “Monthly Intermediation Fee” has the meaning specified in the Fees and Adjustments Letter. “Monthly Permitted Feedstock Forecast” has the meaning specified in Section 5.1(b). “Monthly Permitted Feedstock Sale Adjustment” has the meaning specified in Section 6.7. “Monthly Permitted Feedstock Cover Costs” has the meaning specified in Section 7.7(b). “Monthly Renewable Product Cover Costs” has the meaning specified in Section 7.7(b). “Monthly Renewable Product Estimate” has the meaning specified in Section 8.3(b). “Monthly Renewable Product Purchase Adjustment” has the meaning specified in Section 8.11(b). “Monthly Renewable Product Sale Adjustment” has the meaning specified in Section 8.11(a). “Monthly Services Fee” has the meaning assigned to such term in the Fees and Adjustments Letter. “Monthly Third Party Permitted Feedstock Sale Adjustment” has the meaning specified in Section 6.8. “Monthly True-Up Amount” has the meaning specified in Schedule C-2. “Net Storage Volume” means, with respect to any measurement of volume, the total liquid volume, excluding sediment and water, corrected for the observed temperature to 60° F. “Nomination Cutoff Date” means, with respect to any Macquarie Permitted Feedstock Procurement Contract, the date and time (if any) by which Macquarie is required to provide its nominations to the Third Party Supplier thereunder for the next delivery for which nominations are then due or can then be made. “Non-Affected Party” has the meaning specified in Section 17.1. “Non-Defaulting Party” has the meaning specified in Section 19.2(a). “OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. “Operational Volume Range” means the range of operational volumes for any given set of associated Included Permitted Feedstock Storage Tanks for each type of Permitted Feedstock and for any given set of associated Included Renewable Product Locations for each group of

 
21 13585990v13 Renewable Products, between the minimum volume and the maximum volume, as set forth on Schedule D. “Other Barrels” means Refinery Procured Permitted Feedstock Barrels, other than Macquarie Procurement Barrels. “Parent” means Montana Renewables Holdings LLC, a limited partnership organized under the laws of the State of Delaware. “Party” or “Parties” has the meaning specified in the preamble to this Agreement. “Patriot Act” means The USA Patriot Act. “Permitted Feedstock” means one or more renewable biomass feedstocks used for the production of Renewable Fuels, as set forth on Schedule P, as such schedule is amended and supplemented from time to time by mutual agreement of the Parties, but excluding for all purposes any and all industrial waste and any feedstocks that are non-merchantable, have no commercial value or do not otherwise meet either the Renewable Fuel Standard or the Low Carbon Fuel Standard, including as relates to and as applicable to the relevant Environmental Attribute. “Permitted Feedstock Delivery Point” means the outlet flange of the Included Permitted Feedstock Storage Tanks. “Permitted Feedstock Hedges” has the meaning specified in Schedule C-1. “Permitted Feedstock Intake Point” means the inlet flange of the Included Permitted Feedstock Storage Tanks. “Permitted Feedstock or Renewable Product Differential” means any Differential applicable to a Current Month Pricing Benchmark as shall be set forth on Schedule B and as may be adjusted from time to time pursuant to Section 7.4. “Permitted Feedstock Sales Fee” means, for any month, the number of Barrels sold by Macquarie in connection with any Counterparty Permitted Feedstock Sale multiplied by the Permitted Feedstock Sales Fee Rate for such Counterparty Permitted Feedstock Sale. “Permitted Feedstock Sales Fee Rate” means, with respect to any Counterparty Permitted Feedstock Sale under which Macquarie is seller, the fee per Barrel agreed to by Macquarie and the Company in connection with such Counterparty Permitted Feedstock Sale that shall be due from the Company to Macquarie with respect to each Barrel sold thereunder. “Permitted Intermediated Feedstock Inventory Valuation Adjustment” has the meaning specified in the Fees and Adjustments Letter. “Permitted Purchaser” has the meaning specified in Section 33.1. “Permitted S&O Liens” means: (a) Liens created in favor of Macquarie under the Lien Documents, (b) Liens for taxes, assessments, judgments, governmental charges or levies, or claims

 
22 13585990v13 not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been made; (c) Liens of mechanics, laborers, non-commodity suppliers, workers, materialmen, and other similar liens incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefor (but not including any such Liens in favor of the Company or any of its Affiliates); (d) except to the extent released in any “bailee letter” or such similar documents, Liens securing rental, storage, throughput, transportation, handling or other similar fees or charges owing from time to time to carriers, bailees, transporters or warehousemen, solely to the extent of such fees or charges (but not including any such Liens in favor of the Company or any of its Affiliates); and (e) Liens (1) incurred in the ordinary course of business (a) except to the extent released in any “bailee letter” or such similar documents, in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens arise by operation of law in favor of the seller or shipper of such goods or assets, which attach to such goods or assets and cease to be in effect upon payment in full of the purchase price for or for shipping of such goods or assets, and (b) to the extent available under Applicable Law, arising upon the purchase of oil or gas from the first producer thereof, which attach to such goods and cease to be in effect upon payment in full of the purchase price for such goods and (2) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods. “Permitted Suppliers” means (a) any supplier of Permitted Feedstock approved by Macquarie and set forth on Schedule P, as such schedule is amended and supplemented from time to time by mutual agreement of the Parties, and (b) any other Permitted Feedstock vendor with whom Macquarie or Macquarie Energy Canada Ltd., as applicable, has an effective Macquarie Permitted Feedstock Procurement Contract pursuant to Article 5. “Person” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity. “Pledge and Security Agreement” means individually and collectively (a) the Pledge and Security Agreement (Feedstock and Products) and (b) the Pledge and Security Agreement (RINs). “Pledge and Security Agreement (Feedstock and Products)” means that certain Pledge and Security Agreement (Feedstock and Products) by and between the Company and Macquarie, dated as of the Effective Date, regarding Renewables as further described therein, as may be amended, restated, supplemented or modified from time to time. “Pledge and Security Agreement (RINs)” means that certain Pledge and Security Agreement (RINs) by and between the Company and Macquarie, dated as of the Commencement Date, regarding certain Environmental Attributes as further described therein, as may be amended, restated, supplemented or modified from time to time. “Pricing Group” means any of the Renewable Product Groups listed as a pricing group on Schedule B.

 
23 13585990v13 “Procurement Contract” means any Macquarie Permitted Feedstock Procurement Contract or Refinery Permitted Feedstock Procurement Contract or such other contract to the extent the Parties mutually deem such contract to be a Procurement Contract for purposes hereof. “Projection Week” means Monday through Sunday. “Projected Monthly Run Volume” has the meaning specified in Section 7.2(a). “Qualifying Owners” means, in the case of the Company, the Parent, as the direct owner of the Equity Interests of the Company, and Calumet Specialty Products Partners, L.P., which Beneficially Owns the Equity Interests of the Company, in each case, as of the Effective Date. “Refinery” means that certain refinery and related facilities located or to be located at 1807 3rd Street NW, Great Falls, Montana 59404 owned or leased and operated by the Company consisting of a converted existing oversized Mild Hydrocracker (MHC) into a renewable diesel unit (RDU), the related West rail rack, a hydrogen plant, sour water stripper, certain storage tanks, including the Included Tanks listed on Schedule E from time to time, processing units, internal pipe systems and loading racks, all as further described on Schedule 1 attached hereto. “Refinery Facilities” means (i) all the facilities located at the Refinery, and (ii) any associated or adjacent facility used by the Company or any Facilities Operator Affiliates to carry out the terms of this Agreement, excluding Included Permitted Feedstock Storage Tanks and Included Renewable Product Tanks. “Refinery Permitted Feedstock Procurement Contract” means a procurement contract entered into by the Company with any Third Party Supplier for the purchase by the Company of Permitted Feedstock, which Permitted Feedstock is to be resold by the Company to Macquarie at the time such Permitted Feedstock passes any Permitted Feedstock Intake Point. “Refinery Procured Permitted Feedstock Barrels” means barrels of Permitted Feedstock sold by the Company to Macquarie at any Permitted Feedstock Intake Point. “Refinery Procured Renewable Product Barrels” has the meaning specified in Section 8.1(c). “Refinery Renewable Product Contract” means a procurement contract entered into by the Company for the purchase by the Company of Renewable Product, which Renewable Product is to be resold by the Company to Macquarie at the time such Renewable Product passes the Renewable Product Intake Point. “Refinery Renewable Product Storage Tanks” means the Included Renewable Product Tanks that are owned by the Company or its Affiliates, located adjacent to the Refinery, and used for the storage of Renewable Products, as identified on Schedule E. “Regulatory Event” has the meaning specified in Section 9.6. “Related Hedges” means any transactions from time to time entered into by Macquarie with third parties unrelated to Macquarie or its Affiliates to hedge Macquarie’s exposure resulting

 
24 13585990v13 from this Agreement or any other Transaction Document and Macquarie’s rights and obligations hereunder or thereunder. “Renewable Diesel Conversion” has the meaning set forth in the recitals of this Agreement. “Renewable Diesel Project” has the meaning set forth in the recitals of this Agreement. “Renewable Product Delivery Point” means, with respect to any delivery of Renewable Product from an Included Location, the outlet flange of the Included Renewable Product Tank or Included Renewable Product Pipeline at such Included Renewable Product Location, as applicable. “Renewable Product Group” means Permitted Feedstock or a group of Renewable Products as specified on Schedule A. “Renewable Product Intake Point” means (i) in the case of the Refinery Renewable Product Storage Tanks, the inlet flange of the Refinery Renewable Product Storage Tanks and (ii) in the case of any Included Renewable Product Location other than the Refinery Renewable Product Storage Tanks, the inlet flange of the Included Renewable Product Tanks at such Included Renewable Product Location. “Renewable Product Linefill” means, at any time and for any grade of Renewable Product, the aggregate volume of linefill of that Renewable Product on the Included Renewable Product Pipelines for which Macquarie is treated as the exclusive owner by the Included Renewable Product Pipelines; provided that such volume shall be determined by using the volumes reported on the monthly or daily statements, as applicable, from the Included Renewable Product Pipelines. “Renewable Product Sales Fee” has the meaning specified in the Marketing and Sales Agreement. “Renewable Product Supplier” means, generally, a third-party seller of Renewable Products and is more fully defined in the Marketing and Sales Agreement. “Renewables” means Permitted Feedstock, Renewable Product and other blendstocks (including, for the avoidance of doubt, additives) and finished and unfinished Renewable Product and Renewable Fuels. “Renewables Credit Support” means, as of any time, all Inventory constituting or consisting of Renewables and other goods used in the production of Renewable Product, including blendstocks and additives, then owned or at any time hereafter acquired by the Company that is located at a Specified Company Location or at an Included Location or, to the extent applicable, in transit to any such location. “Required Storage and Transportation Arrangements” means such designations and other binding contractual arrangements hereafter entered into, in form and substance reasonably satisfactory to Macquarie, pursuant to which the Company (or its Affiliates) hereafter shall provide Macquarie with the Company’s (or its Affiliates’) full right to use the third party Included Renewable Product Pipelines and third party Included Renewable Product Tanks, pursuant to the

 
25 13585990v13 terms and conditions of the Base Agreements or such other agreements creating the Company’s rights in and to such facilities and the rights of existing third parties. “Revised Estimated Yield” has the meaning specified in Section 8.3(a). “Sale Agreement” has the meaning set forth in the recitals of this Agreement. “SEC” means the U.S. Securities and Exchange Commission. “Settlement Amount” has the meaning specified in Section 19.2(b). “Shipment Notification” has the meaning specified in Section 5.3(a). “Side Letter” means that certain letter agreement dated as of May 10, 2022 among Macquarie, Calumet Montana and the other parties thereto regarding, among other things, the intermediation of Permitted Feedstock. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Sourcing Transaction” has the meaning specified in Section 18.2(i). “Specified Company Location” means the storage tanks, pipelines, rails and trucks identified on Schedule 1.1(A) hereto as “company locations” and further identified as either (i) a Company Owned Location or (ii) a Third Party Location. “Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of a repurchase transaction, money borrowed or raised, any finance lease, redeemable preference share, letter of credit, futures contract, guarantee, indemnity, or any Derivative Transaction. “Specified Termination Amount” has the meaning assigned to such term in the Fees and Adjustments Letter. “Specified Termination Date” has the meaning specified in Section 3.3(a). “Specified Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Macquarie (or any of its Designated Affiliates) and the Company (or any of its Designated Affiliates other than a Qualified Owner) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap,

 
26 13585990v13 credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions, (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation, and (d) any transaction now existing or hereafter entered into between (x) Macquarie and a Permitted Supplier and/or (y) Macquarie Energy Canada Ltd. and a Permitted Supplier, in each case, for the benefit of the Company and governed by any applicable Macquarie Permitted Feedstock Procurement Contract. “Sponsor” means Calumet Specialty Products Partners, L.P. “Step-Out Inventory Sales Agreement” means the purchase and sale agreement, in the form provided on Schedule R, to be dated as of the Termination Date, if elected by Macquarie, pursuant to which the Company shall buy Permitted Feedstock and Renewable Products from Macquarie subject to the provisions of this Agreement and any other terms agreed to by the Parties thereto. “Stonebriar” has the meaning set forth in the recitals of this Agreement. “Stonebriar Letter Agreement” means that certain letter agreement dated as of the Effective Date among Macquarie, the Company and Stonebriar, regarding certain agreements with respect to the Refinery and the Included Tanks and the operations thereof, as more fully described therein, as amended, restated, supplemented or otherwise modified from time to time. “Stonebriar Sale and Leaseback Agreements” means that certain (a) Interim Funding Agreement (Master Lease Agreement) regarding the pre-treatment unit, dated as of August 5, 2022, (b) Interim Funding Agreement (Master Lease Agreement) regarding the hydrogen plant, dated as of December 31, 2021, as amended by that certain Amendment, dated as of August 5, 2022, (c) Equipment Schedule No. 2 dated as of August 5, 2022 regarding the design and construction of a renewable diesel unit and (d) Master Lease Agreement, dated as of December 31, 2021, each between Stonebriar, as lessor, and the Company, as lessee, pursuant to which, collectively, the Company is either (i) selling and will continue to sell to Stonebriar and lease back from Stonebriar, or (ii) granting Liens over to secure advances, certain assets substantially constituting the Refinery, for an aggregate purchase price and/or loans of up to and not to exceed $400,000,000, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time. “Storage Facilities Agreement” means the storage facilities agreement, in form and substance mutually agreeable to the Parties, to be dated as of the Effective Date, between the Company and Macquarie, pursuant to which the Company has granted to Macquarie the exclusive right to use the Included Permitted Feedstock Storage Tanks for the storage of Permitted Feedstock

 
27 13585990v13 and Included Renewable Product Tanks for the storage of Renewable Products (to the extent that such exclusive right can be granted) in connection with this Agreement. “Subsidiaries” means, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. “Tank Maintenance” has the meaning specified in Section 9.5(c). “Target Month-End Permitted Feedstock Volume” means the Target Month-End Permitted Feedstock Inventory Volume and Target Month-End Specified Company Locations Permitted Feedstock Volume, collectively, and for purposes of this definition: (1) “Target Month-End Permitted Feedstock Inventory Volume” means the commercially reasonably projected volume for Permitted Feedstock in the Included Permitted Feedstock Storage Tanks at the end of the Delivery Month set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Permitted Feedstock purchases, run rates and sales for the applicable period. (2) “Target Month-End Specified Company Locations Permitted Feedstock Volume” means the commercially reasonably projected volume for Permitted Feedstock in the Specified Company Locations at the end of the Delivery Month set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Permitted Feedstock purchases, run rates and sales for the applicable period. “Target Month-End Renewable Product Volume” means the Target Month-End Renewable Product Inventory Volume and Target Month-End Specified Company Locations Renewable Product Volume, collectively, and for purposes of this definition: (1) “Target Month-End Renewable Product Inventory Volume” means the commercially reasonably projected volume for Renewable Product in the Included Renewable Product Locations at the end of the Delivery Month set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Renewable Product purchases, run rates and sales for the applicable period. (2) “Target Month-End Specified Company Locations Renewable Product Volume” means the commercially reasonably projected volume for Renewable Product in the Specified Company Locations at the end of the Delivery Month set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Renewable Product purchases, run rates and sales for the applicable period.

 
28 13585990v13 “Tax” or “Taxes” has the meaning specified in Section 15.1(a). “Term” has the meaning specified in Section 3.1. “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Daily SOFR Reference Rate). “Termination Amount” means, without duplication, the total net amount owed by one Party to the other Party upon termination of this Agreement under Section 20.2(a). “Termination Date” has the meaning specified in Section 20.1. “Termination Date Permitted Feedstock Volumes” has the meaning specified in Section 20.1(d). “Termination Date Renewable Product Volumes” has the meaning specified in Section 20.1(d). “Termination Date Volumes” has the meaning specified in Section 20.1(d). “Termination Reconciliation Statement” has the meaning specified in Section 20.2(c). “Third Party Location” means a Specified Company Location that is not a Company Owned Location and that is owned and operated by a third party. “Third Party Supplier” means any seller of Permitted Feedstock under a Procurement Contract (other than the Company or any Affiliate of the Company), but, in the case of any Macquarie Permitted Feedstock Procurement Contract, limited solely to Permitted Suppliers. “Transaction Costs” has the meaning in Schedule C-2. “Transaction Document” means any of this Agreement, the Marketing and Sales Agreement, Inventory Sales Agreement, the Storage Facilities Agreement, the Step-Out Inventory Sales Agreement, the Required Storage and Transportation Arrangements, the Fees and Adjustments Letter, the Lien Documents, any Creditor Acknowledgments, the Master Agreement, any Bailee Letter, and any other agreement or instrument contemplated hereby or executed in connection herewith, including any guarantees or other credit support documents as may be from time to time provided by the Company and/or its Subsidiaries. “Transaction Obligations” means all obligations due and owing or that may become due and owing and any and all performance obligations, including in respect of covenants and obligations to be performed pursuant to this Agreement and all other Transaction Documents, in each case, from time to time by the Company and any of its Subsidiaries, including, without limitation, Designated Affiliates, to Macquarie or any of its Affiliates, including, without limitation, Designated Affiliates, pursuant to this Agreement or any other Transaction Document and all outstanding transactions hereunder and thereunder, and shall further include, without limitation, (a) all principal, premium, if any, reimbursement obligations, interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding,

 
29 13585990v13 accrue) in accordance with the relevant Transaction Document, (b) all fees, costs, expenses, indemnifications, damages, guarantees, and charges and other liabilities or amounts incurred in connection with any of the Transaction Documents and provided for thereunder, and (c) all of the Company’s aggregate obligations under Transactions entered into under and in respect of the Master Agreement and/or any Macquarie Permitted Feedstock Procurement Contract, in each foregoing case, whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim for such interest, fees, costs, expenses, indemnifications, damages, guarantees, charges or other liabilities or amounts is allowed as a claim in such Insolvency or Liquidation Proceeding. “Transactions” means one or more transactions entered into under and governed by the Master Agreement and/or any Macquarie Permitted Feedstock Procurement Contract pursuant to one or more confirmations thereunder from time to time. “U.S.” means the United States of America. “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. “Unrestricted Cash” means cash and Cash Equivalents (as defined in the Wells Fargo Credit Agreement in effect on the Effective Date) of the Company that would not appear as “restricted” on a consolidated balance sheet of the Company or Parent. “Volume Determination Procedures” means (a) in respect of determining the Net Storage Volume of Permitted Feedstock in the Included Permitted Feedstock Storage Tanks or Renewable Products in the Included Renewable Product Tanks, the Company’s ordinary daily and month - end procedures, which include manually gauging each Included Permitted Feedstock Storage Tank or Included Renewable Product Tank owned by Company on the last day of the month to ensure that the automated tank level readings are accurate to within a tolerance of two inches; provided that if the automated reading cannot be calibrated to be within such tolerance, “Volume Determination Procedures” shall include the manual gauge reading in the Company’s calculation of month -end inventory; (b) in respect of determining the Net Storage Volume of Renewable Products in the Included Renewable Product Tanks owned by any third party, using the volumes reported on the most recently available daily reports or monthly statements in respect of such tanks; (c) in respect of the linefill in the Included Permitted Feedstock Pipelines, such pipelines shall be deemed full, except when Renewable Products owned by third parties are flowing through such pipelines, and (d) in respect to linefill or stored barrels in an Included Permitted Feedstock Pipelines owned by third parties, the most recently available daily storage reports or monthly statements indicating the amount of Permitted Feedstock in respect of such pipelines, adjusted for best available information for daily injections and receipts since the last storage report date.

 
30 13585990v13 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person. “Weekly Permitted Feedstock Projection” has the meaning specified in Section 5.1(c). “Weekly Renewable Product Projection” has the meaning specified in Section 8.3(c). “Wells Fargo Credit Agreement” means that certain Credit Agreement dated as of the Effective Date by and among the Company, as borrower, Parent, Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), the lenders party thereto from time to time and the other parties thereto from time to time, as subsequently amended, restated, supplemented or otherwise modified from time to time. 1.2 Definitions - Environmental Attributes. For purposes of this Agreement, including the foregoing recitals, the following terms with respect to Environmental Attributes shall have the meanings indicated below: “Applicable Program” means RFS, the LCFS or any other U.S., state or regional program pursuant to which Renewable Fuel Credits may be generated. “BTCs” means Biodiesel Blender’s Tax Credits. “Cap at Rack” means the estimated compliance costs associated with "cap and trade" regulations, as standardized and quoted on a daily basis in the West Coast Report published by OPIS. “CARB” means the California Air Resources Board or its successor. “EMTS” means the EPA Moderated Transaction System for RINs. “EMTS Account” means the EPA Moderated Transaction System Account for RINs. “Environmental Attributes” means any and all credits, benefits, emission reductions, offsets and allowances, howsoever entitled, attributable to the production, sale, combustion or other use of Renewable Products, or their displacement or reduction in the use of conventional energy generation, Greenhouse Gas emissions, pollutants or transportation fuel, heating oil or jet fuel, including, without limitation, (i) GHG Attributes and any and all avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants, (ii) any Renewable Fuel Credits or attributes, including, without limitation, RINs under the RFS, renewable energy certificates and credits under state low carbon fuel programs such as LCFS Credits, and (iii) BTCs. “Fuel Production Facility” has the meaning provided in the Low Carbon Fuel Standard.

 
31 13585990v13 “GHG Attribute” means (i) any certificates issued in relation to the Biomethane under a biofuel certification program; (ii) any avoided emissions of carbon dioxide (CO2), methane (CH4), and other Greenhouse Gases attributable to the destruction of methane or the Biomethane that have been determined by the United Nations Intergovernmental Panel on Climate Change to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere, including all offset credits or other benefits issued, generated or retired in respect of such avoided emissions and including Lifecycle Greenhouse Gas Emissions; and (iii) the reporting rights to the foregoing attributes. “Greenhouse Gas” means carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydroflourocarbons, perfluorocarbons, sulphur hexafluoride, or any other substance or combination of substances that may become regulated or designated as Greenhouse Gases under any federal, state or local law or regulation, or any emission reduction registry, trading system, or reporting or reduction program for Greenhouse Gas emission reductions that is established, certified, maintained, or recognized by any international, governmental (including U.N., U.S. federal, state, or local agencies), or non-governmental agency from time to time, in each case measured in increments of one metric tonne of carbon dioxide equivalent. “LCFS Account” means an account showing the LCFS Credits generated or transferred, purchased or acquired by Company, and as established with CARB or another governmental authority pursuant to the LCFS. “LCFS Credits” means credits generated and traded under the Low Carbon Fuel Standard, with each credit equal to one (1) metric tonne of carbon dioxide reduction as compared to the baseline CO2 emissions under the LCFS. “LCFS Pathway” means a CARB-approved fuel pathway pursuant to the LCFS as necessary for the creation and the receipt of LCFS Credits associated with the use of such Biogas (as applicable). “LCFS at Rack” means the cost of compliance with California Low Carbon Fuel Standard, as standardized and quoted on a daily basis in the West Coast Report published by OPIS. “Lifecycle Greenhouse Gas Emissions” means the aggregate quantity of Greenhouse Gas emissions (including direct emissions and significant indirect emissions from land use changes), as determined under an Applicable Program, related to the full fuel lifecycle, including all stages of fuel and feedstock production and distribution, from feedstock generation or extraction through the distribution and delivery and use of the finished fuel to the ultimate consumer, where the mass values for all Greenhouse Gases are adjusted to account for their relative global warming potential. “Low Carbon Fuel Standard” or “LCFS” means the regulations, orders, decrees and standards issued by CARB or other applicable governmental authority implementing or otherwise applicable to the Low Carbon Fuel Standard set forth in the California Code of Regulations at Title 17, §§ 95480 et seq., and each successor regulation, as may be subsequently amended, supplemented or restated from time to time. “Pathways” means the LCFS Pathway, the RFS Pathway and any other applicable pathway under an Applicable Program.

 
32 13585990v13 “Quality Assurance Plan” or “QAP” means the voluntary program provided by an independent third-party auditor to verify that the RINs generated by a renewable fuel producer or importer are valid and in compliance pursuant to § 40 C.F.R. 80.1469. “Q-RIN” means a RIN verified by a registered independent third-party auditor using a QAP that has been approved under 40 C.F.R. § 80.1469(c) following the audit process described in 40 C.F.R. § 80.1472. “Registration” means registration of the Renewable Diesel Project, parties, Renewable Fuels, or Pathways, as applicable, with the EPA, CARB and/or other governmental or certifying entity under an Applicable Program, as applicable, such that the Renewable Fuels produced from the Renewable Diesel Project becomes RIN-eligible and/or Fuel Credit-eligible, as applicable. “Renewable Fuel Credits” means RINs, LCFS Credits, BTCs and any other Environmental Attribute that can be produced, generated or otherwise attributed to the production, sale, delivery or use of the renewable Product under an Applicable Program. “Renewable Fuel Standard” or “RFS” means the Renewable Fuel Standard Program under the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007 and its implementing regulations, including, without limitation, 40 C.F.R. Part 80, Subpart M as amended, restated or supplemented to date. “Renewable Fuels” means (a) Renewable Fuels (as defined in the Renewable Fuel Standard), and (b) transportation fuels to which the Low Carbon Fuel Standard applies. “Renewable Identification Number(s)” or “RIN(s)” is a number generated to represent a volume of renewable fuel as set forth in Regulation of Fuels and Fuel Additives: Changes to Renewable Fuel Standard Program, 75 Fed. Reg. 16484 (March 26, 2010) (codified at 40 C.F.R. § 80.1425 (2011); 40 C.F.R. § 80.1426 (2012)), as amended from time to time. “Renewable Product” means any of the finished and unfinished Renewable Fuels that satisfy the applicable Renewable Fuel Standard or the Low Carbon Fuel Standard, including as relates to and as applicable to the relevant Environmental Attribute, and that are listed on Schedule A, as such schedule is amended and supplemented from time to time by mutual agreement of the Parties, but excluding for all purposes any products that are non-merchantable or have no commercial value. “RFS Pathway” means an EPA-approved renewable fuel pathway pursuant to the RFS for all Renewable Products supplied from the Renewable Diesel Project as necessary for the creation and the receipt of RINs associated with such Renewable Products. 1.3 Construction of Agreement. (a) Unless otherwise specified, reference to, and the definition of any document (including this Agreement together with all schedules thereto) shall be deemed a reference to such document as may be, amended, restated, amended and restated, supplemented, revised or otherwise modified from time to time.

 
33 13585990v13 (b) Unless otherwise specified, all references to an “Article,” “Section,” or Schedule” are to an Article or Section hereof or a Schedule attached hereto. (c) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement. (d) Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import. (e) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively. (f) Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned. (g) A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns. (h) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender. (i) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time. (j) Unless otherwise expressly stated herein, any reference to “volume” shall be deemed to refer to actual Net Storage Volume, unless such volume has not been yet been determined, in which case, volume shall be an estimated net volume determined in accordance with the terms hereof. (k) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (l) All references herein to “estimates” or “projections” are intended to be references to good faith statements with respect to future events, and are not to be construed as guarantees of future performance. (m) Unless otherwise expressly stated herein, all references to “Schedules” shall mean and include such Schedules as they may be amended, revised or updated from time to time, as evidenced by written agreement of the Parties evidencing such revision, amendment or update (it being acknowledged hereby that the foregoing does not require any Party hereto to revise, amend or update any such Schedule).

 
34 13585990v13 1.4 Conversion from Weight to Barrels. Any Permitted Feedstock that is procured and purchased by some measure of weight (i.e. by the pound (lb.) or by tonnage), will, unless otherwise noted, be measured, for purposes (such as for metering, gauging, tank and pipeline measurements and all inventory and production reporting) under this Agreement and the other Transaction Documents, by volume in Barrels. As such, the Parties will apply an average standard conversion factor of approximately 7.6 lbs. per gallon for all such Permitted Feedstock that is procured and delivered for use at the Refinery, all such weight-to-Barrels conversion calculations to be mutually agreed and confirmed by the Parties. 1.5 The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement. CONDITIONS TO EFFECTIVENESS AND COMMENCEMENT 2.1 Conditions to Obligations of Macquarie. The obligations of Macquarie contemplated by this Agreement shall be subject to satisfaction of the following conditions precedent on and as of the Effective Date (except where specifically provided otherwise below): (a) The Company shall have duly executed and delivered this Agreement and performed all terms and conditions hereof to be performed by the Company on or before the Effective Date; (b) The Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company shall have agreed to transfer to Macquarie within one (1) Business Day of the Effective Date, all right, title and interest in and to the Definitive Effective Date Volume subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (c) The Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Macquarie; (d) The Company shall have duly executed and delivered the Storage Facilities Agreement in form and in substance satisfactory to Macquarie and provided Macquarie satisfactory documentation that it has secured, for the benefit of Macquarie, full, unencumbered storage and usage rights of the Included Permitted Feedstock Storage Tanks and Included Renewable Product Tanks; (e) The Company shall have duly executed and delivered the Marketing and Sales Agreement in form and in substance satisfactory to Macquarie; (f) The Company shall have delivered evidence satisfactory to Macquarie that demonstrates the Company’s ability to move, transfer and pump out all Renewables from the Included Locations in order to liquidate all Renewables that Macquarie has, or is to have, title to;

 
35 13585990v13 (g) Macquarie and the Company shall have confirmed to their satisfaction that, as of the Effective Date, (i) each Existing Financing Agreement or any related Creditor Acknowledgment contains provisions (including through amendments thereto and other ancillary documents such as lien releases, in each case in form and substance satisfactory to Macquarie) that confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and shall not conflict with or violate any terms and conditions of such Existing Financing Agreement and (ii) each Existing Financing Agreement is subject to a Creditor Acknowledgment, including the Acknowledgment Agreement and the Stonebriar Letter Agreement; (h) The Company shall have provided Macquarie with evidence, in a form reasonably satisfactory to Macquarie, that the Definitive Effective Date Volume shall be sold to Macquarie within one (1) Business Day of the Effective Date free and clear of any Liens, other than Permitted S&O Liens; (i) The Company shall have duly executed and delivered the Lien Documents (other than the Pledge and Security Agreement (RINs) and any UCC financing statements related thereto) granting and perfecting in favor of Macquarie the security interest and lien contemplated thereby and all actions necessary to perfect the Liens granted thereunder shall have been completed, including the filing of UCC financing statements; (j) The Company shall have duly executed and delivered the Fees and Adjustments Letter and performed all terms and conditions thereof to be performed by the Company on or before the Effective Date; (k) The Company shall have duly executed and delivered the Master Agreement in form and in substance satisfactory to Macquarie; (l) The Stonebriar Sale and Leaseback Agreements shall be in full force and effect and no Event of Default shall exist thereunder, and the Company shall have delivered executed copies of any amendments or supplements thereto since August 5, 2022; (m) The Company shall have delivered evidence satisfactory to Macquarie that the Montana Renewables Services Agreement is in full force and effect together with any and all amendments thereto; (n) That certain Storage Facilities Agreement (Top Lease) dated as of November 18, 2021 between the Company and Calumet Montana shall have terminated in accordance with its terms; (o) That certain bailee letter agreement dated as of November 18, 2021 among Macquarie, Calumet Montana and the Company shall have terminated in accordance with its terms; (p) That certain Acknowledgment Agreement dated as of August 5, 2022 by and among Macquarie, Stonebriar and the other parties thereto shall have terminated in accordance with its terms;

 
36 13585990v13 (q) The Company shall have delivered to Macquarie a certificate signed by an appropriate officer of the Company certifying as to incumbency, charter documents, good standing, due authorization, board approval and resolutions of such person; (r) The Company shall have delivered to Macquarie an opinion of counsel, in form and substance satisfactory to Macquarie, covering such matters as Macquarie shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents; no breach or violation of the Existing Financing Agreements; and the validity and perfection of Macquarie’s lien on the Renewables Credit Support and the other Credit Support under the Lien Documents (other than the Pledge and Security Agreement (RINs) and any UCC financing statements related thereto); (s) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Effective Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (t) Neither the Refinery nor any of the Included Locations shall have been affected adversely or threatened to be affected adversely by any loss or damage, whether or not covered by insurance, unless such loss or damages would not have a material adverse effect on the usual, regular and ordinary operations of the Refinery or the Included Locations; (u) The Company shall have delivered to Macquarie insurance certificates evidencing the effectiveness of the insurance policies and endorsements required by Article 16 below; (v) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Effective Date; (w) All representations and warranties of the Company and its Subsidiaries contained in the Transaction Documents shall be true and correct on and as of the Effective Date, except for such representations and warranties that are expressly limited to another date; (x) The Company shall have delivered to Macquarie such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein; (y) Macquarie shall have received necessary evidence that any prior applicable UCC filings, in favor of existing secured creditors, have been terminated or amended to confirm that the Renewables Credit Support and the other Credit Support is not included in the collateral covered by such UCC filings; (z) Macquarie shall have received payment of any amounts due and payable within one (1) Business Day of the Effective Date under the Side Letter;

 
37 13585990v13 (aa) Macquarie shall have received payment of all fees, expenses and other amounts due and payable within one (1) Business Day of the Effective Date required to be reimbursed or paid by the Company hereunder, under the Fees and Adjustments Letter or any other Transaction Document on or prior to such date, including (i) the Arrangement Fee, and (ii) reimbursement or payment of Macquarie’s and its Affiliates’ reasonable out- of-pocket expenses (including fees, charges and disbursements of Macquarie’s counsel, experts and consultants); (bb) The Initial Independent Amount shall have been posted with Macquarie as contemplated by Section 4.3; (cc) Payment of other Macquarie fees and expenses expressly required hereby within one (1) Business Day of the Effective Date; for the avoidance of doubt, this does not include any monthly fees due throughout the term of the contract; (dd) On or prior to the Effective Date, Porter Hedges LLP shall have provided to Macquarie a true-sale opinion regarding this Agreement satisfactory to Macquarie; (ee) On or prior to the Effective Date, Porter Hedges LLP shall have provided to Macquarie a master netting opinion regarding this Agreement and the Master Agreement satisfactory to Macquarie; (ff) A Material Adverse Change shall not have occurred or be caused by the Company’s entry into the Transaction Documents; (gg) The Company shall have delivered to Macquarie executed copies of the Wells Fargo Credit Agreement and, to the extent requested by Macquarie, any other Credit Agreement Documents; (hh) Macquarie shall have received, and satisfactorily completed its review of, all due diligence information regarding the Company and its Affiliates as it shall have requested, including, to the extent requested, information regarding litigation, tax matters, accounting matters, insurance matters, labor matters, real estate leases, material contracts, debt agreements, technical matters, operational matters, property ownership, contingent liabilities and other legal matters of the Company and its Affiliates; (ii) The Company shall have duly executed that certain notice of Lien to BNSF Railway Company; and (jj) Without duplication, the Company shall have provided Macquarie fully executed Transaction Documents in form and in substance satisfactory to Macquarie. 2.2 Conditions to Obligations of the Company. The obligations of the Company contemplated by this Agreement shall be subject to satisfaction by Macquarie of the following conditions precedent on and as of the Effective Date:

 
38 13585990v13 (a) Macquarie shall have duly executed this Agreement and performed all terms and conditions hereof to be performed by Macquarie on or before the Effective Date or within one (1) Business Day of the Effective Date where specifically provided for herein; (b) Macquarie shall have duly executed and delivered the Inventory Sales Agreement in form and substance satisfactory to the Company; (c) Macquarie shall have duly executed and delivered the Storage Facilities Agreement in form and in substance satisfactory to the Company; (d) Macquarie shall have duly executed and delivered the Marketing and Sales Agreement in form and in substance satisfactory to the Company; (e) Macquarie shall have agreed to the form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to the Company; (f) Macquarie shall have duly executed and delivered the Fees and Adjustments Letter; (g) Macquarie shall have duly executed and delivered the Lien Documents (other than the Pledge and Security Agreement (RINs)) to the extent its signature is required thereunder; (h) Macquarie shall have duly executed and delivered the Master Agreement in form and in substance satisfactory to the Company; (i) All representations and warranties of Macquarie contained in the Transaction Documents shall be true and correct on and as of the Effective Date except for such as are expressly limited to another date; (j) Macquarie shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Effective Date; (k) Macquarie shall have delivered to the Company such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein; (l) Macquarie shall have delivered satisfactory evidence of its federal form 637 license. 2.3 Commencement Date. (a) The Parties acknowledge that their respective obligations hereunder (other than certain of their respective obligations that commence from and after the Commencement Date in accordance with the terms hereof, including certain obligations under this Section 2.3 with respect to the Commencement Date) shall commence on the Effective Date. Notwithstanding the foregoing, subject to the satisfaction of the conditions set forth in Sections 2.1 and 2.2 and the satisfaction of the additional conditions set forth

 
39 13585990v13 in this Section 2.3, the “Commencement Date” shall be a Business Day mutually agreed to by the Parties on or after the Effective Date and on or prior to December 31, 2022 or such later date as the Parties shall agree (the “Latest Commencement Date”). (b) Conditions to Effectiveness of the Commencement Date. The effectiveness of the Commencement Date shall be subject to satisfaction of the following conditions precedent: (i) The Company shall have delivered evidence reasonably satisfactory to Macquarie that demonstrates the Company has successfully achieved Conversion Completion with respect to the Renewable Diesel Project; (ii) Macquarie or its representatives shall have conducted an inspection of the Refinery and the other Refinery Facilities and the operations thereof and shall have completed all necessary due diligence (including with respect to such matters listed in Section 2.1(hh)), all on terms and conditions reasonably satisfactory to Macquarie; (iii) Each of the Transaction Documents, the Base Agreements and the Financing Agreements shall be in full force and effect as of the Commencement Date and no defaults exist thereunder; (iv) Prior to the Commencement Date, the Company shall have provided to Macquarie an expected Renewable Product yield for the Refinery based on its then current operating forecast for the Refinery (the “Initial Estimated Yield”); (v) The Company shall have delivered to Macquarie executed copies of any amendments, supplements or modifications to the Montana Renewables Services Agreement, if any, entered into by the Company and Calumet Montana since the Effective Date; (vi) All representations and warranties of the Company and its Subsidiaries contained in the Transaction Documents shall be true and correct on and as of the Commencement Date, except for such representations and warranties that are expressly limited to another date; (vii) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (viii) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the ongoing transactions and performance of the obligations contemplated by this Agreement; (ix) Neither the Refinery nor any of the Included Locations shall have been affected adversely or threatened to be affected adversely by any loss or

 
40 13585990v13 damage, whether or not covered by insurance, unless such loss or damages would not have a material adverse effect on the usual, regular and ordinary operations of the Refinery or the Included Locations, and no material portion of the Permitted Feedstock shall have been affected adversely by any loss or damage, rotted or otherwise become off-specification; (x) The Company shall have provided Macquarie Schedule BB in form and in substance satisfactory to Macquarie; (xi) The Company shall have duly executed and delivered the Pledge and Security Agreement (RINs) granting and perfecting in favor of Macquarie the security interest and lien contemplated thereby and all actions necessary to perfect the Liens granted thereunder shall have been completed, including the filing of UCC financing statements; (xii) The Company shall have delivered to Macquarie an opinion of counsel, in form and substance satisfactory to Macquarie, covering such matters as Macquarie shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Pledge and Security Agreement (RINs); no breach or violation of the Existing Financing Agreements; and the validity and perfection of Macquarie’s lien on applicable Credit Support under the Pledge and Security Agreement (RINs) and any UCC financing statements related thereto. (xiii) The Company shall have delivered to Macquarie such other certificates, documents and instruments as may be reasonably necessary to consummate the ongoing transactions contemplated herein as of the Commencement Date; (xiv) Macquarie shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Commencement Date required to be reimbursed or paid by the Company hereunder, under the Fees and Adjustments Letter or any other Transaction Document on or prior to such date; and (xv) A Material Adverse Change shall not have occurred since the Effective Date. (c) If the Commencement Date has not occurred on or before the Latest Commencement Date, this Agreement shall terminate on the first Business Day following the Latest Commencement Date. In such case, all obligations of the Parties hereunder shall terminate, except for the obligations set forth in Article 2, Article 21, Article 22 and Article 24 and any obligation under the last sentence of this Section 2.3(c); provided, however, that nothing herein shall relieve any Party from liability for the breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. Without limiting the foregoing, if the failure of the Commencement Date to occur on or before the Latest Commencement Date is due to (i) any breach by the Company of its obligations hereunder, including its obligations under clause (d) below or (ii) the failure of any of the

 
41 13585990v13 conditions contained in Section 2.1 to be satisfied on or before the Latest Commencement Date unless such failure is due to any breach by Macquarie of its obligations hereunder, including its obligations under clause (d) below, then the Company shall be obligated to reimburse Macquarie for any out of pocket losses, costs and damages incurred or realized by Macquarie as a result of its maintaining, terminating or obtaining any Related Hedges. (d) From and after the Effective Date, the Company shall use commercially reasonable efforts to cause each of the conditions referred to in this Section 2.3 to be satisfied on or prior to the Latest Commencement Date. 2.4 Storage and Transportation Facilities. The Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to Macquarie, pursuant to which the Company may transfer and assign to Macquarie 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 Permitted Feedstock Storage Tank, Included Renewable Product Tank, Included Permitted Feedstock Pipeline or Included Renewable 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 Macquarie, the Parties shall amend any applicable Transaction Document to include any inventory transferred to Macquarie 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 Macquarie’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 Macquarie’s Policies and Procedures, then, upon the Company’s request, Macquarie 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 Macquarie’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 Macquarie’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, Macquarie shall from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above. 2.5 UCC Filings. (a) From and after the Effective Date, the Company shall cooperate with Macquarie to cause to be prepared, and filed, in such jurisdictions as Macquarie shall deem necessary or appropriate, UCC-1 financing statements reflecting (i) Macquarie as owner of all Permitted Feedstock and Renewable Products in the Included Locations and (ii) Macquarie as a secured party with respect to the Credit Support to perfect Macquarie’s security interest under the Lien Documents. The Company shall execute and deliver to Macquarie, and the Company hereby authorizes Macquarie to file (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 Permitted Feedstock and Renewable Products and the Credit

 
42 13585990v13 Support, and other documents and instruments, all in form satisfactory to Macquarie, as Macquarie may request, to confirm Macquarie’s ownership of such Permitted Feedstock and Renewable Products and to otherwise accomplish the purposes of this Agreement and as required pursuant to the Lien Documents. (b) Without limiting the generality of the foregoing, the Company ratifies and authorizes the filing by Macquarie of any financing statements filed prior to the Effective Date and identified by Macquarie in writing to the Company. TERM OF AGREEMENT 3.1 Term. The Agreement shall become effective on the Effective Date with the Commencement Date occurring as provided in Section 2.3 above. This Agreement, subject to Section 3.2, shall continue for a period ending at 11:59:59 p.m., EST on November 2, 2025 (the “Term”; the last day of such Term being herein referred to as the “Expiration Date,” except as provided in Section 3.2 below). 3.2 Early Termination Rights. (a) Commencing with the calendar quarter ending on December 31, 2022, Macquarie may elect on a calendar quarter basis to terminate this Agreement early by providing the Company notice of any such election pursuant to Article 27 on or before December 31, 2022 and on or before the end of each calendar quarter occurring thereafter until December 31, 2024; provided that no such election shall be effective until nine (9) months after the end of the applicable calendar quarter in which Macquarie elects to terminate (the “Macquarie Early Termination Notice Date”). By way of example, if Macquarie elects to terminate this Agreement on or before the end of the calendar quarter ending September 30, 2023, the Macquarie Early Termination Notice Date would be June 30, 2024. For the avoidance of doubt, the Termination Amount for any early termination pursuant to this subsection (a) shall be calculated in accordance with Section 20.2. (b) The Company may elect to terminate this Agreement early, such early termination to occur after October 31, 2023; provided that no such election shall be effective unless the Company gives Macquarie notice of any such election pursuant to Article 27 at least ninety (90) days prior to the applicable Company Early Termination Date (defined below). If any early termination is properly elected pursuant to the preceding sentence, the effective date of such termination shall be the “Company Early Termination Date.” For the avoidance of doubt, the Termination Amount for any early termination pursuant to this subsection (b) shall be calculated in accordance with Section 20.2. 3.3 Change of Control Early Termination. The Company may elect to terminate this Agreement in the event of any occurrence of a Change of Control in accordance with the terms of this Section 3.3. The occurrence of a Change of Control shall not constitute an Event of Default if the Company exercises its early termination right in accordance with, and otherwise observes and complies with, the following provisions:

 
43 13585990v13 (a) At least forty-five (45) days prior to the occurrence of a Change of Control, the Company shall provide written notice to Macquarie that such event is to occur and that, as a result, the Company has elected to terminate the Agreement on a date specified in such notice (the “Specified Termination Date”), which date shall (x) occur at least forty-five (45) days after such notice is given and (y) occur on the date that such Change of Control occurs; (b) The Specified Termination Date shall constitute a “Termination Date” for purposes of Article 20 hereof; (c) For purposes of determining the Termination Amount under Section 20.2 with respect to the Specified Termination Date: (i) if the Company exercises its early termination right under this Section 3.3 with a Specified Termination Date on or before October 31, 2023, such Termination Amount shall include the Specified Termination Amount; otherwise, if the Specified Termination Date occurs after October 31, 2023, such Termination Amount shall not include any Specified Termination Amount; (ii) all calculations incorporated into the Termination Amount with respect to volumes in excess of any minimum inventory level shall be made using the same pricing and methodology that would have applied if the Termination Date were not a Specified Termination Date; and (iii) Anything contained in this Section 3.3 or Section 20.2(a) notwithstanding, no Specified Termination Amount shall be due, owing or paid by the Company or its Affiliates, and the Specified Termination Amount shall be deemed to be zero, if a buyer of the Equity Interests of the Company or of all or substantially all of the assets constituting the Refinery assumes all of the obligations of the Company under the Transaction Documents under such documentation as is satisfactory to Macquarie, and such buyer is of acceptable credit quality to Macquarie. (d) In the event that the Company determines that the Change of Control is unlikely to or cannot occur as planned following the delivery of a termination notice under Section 3.3(a), or will be delayed from the date specified in such notice, the Company shall promptly deliver notice to Macquarie of such circumstance and the newly-anticipated date of the Change of Control, if applicable, and this Agreement shall continue in effect in accordance with its terms (i) if the Change of Control is not expected to occur, as if the termination notice under Section 3.3(a) had never been delivered, or (ii) if the Change of Control is delayed, until the occurrence of the Change of Control, provided, however, that (i) the Parties shall use commercially reasonable efforts to resume normal operations hereunder as promptly as possible after delivery of the notice contemplated in this Section 3.3(a); and (ii) Macquarie shall be promptly reimbursed by the Company (A) for any and all costs and reasonable expenses arising from or attributable to Macquarie’s preparations for the occurrence of such Specified Termination Date, and (B) for any and all costs and reasonable expenses incurred by Macquarie in keeping this Agreement in full force and

 
44 13585990v13 effect and resuming normal operations, or accommodating a delayed Specified Termination Date, as aforesaid. 3.4 Obligations upon Termination. In connection with the termination of the Agreement on the Expiration Date, the Parties shall perform their obligations relating to termination pursuant to Article 20. EFFECTIVE DATE TRANSFER; INDEPENDENT AMOUNT 4.1 Transfer and Payment on the Effective Date. Subject to satisfaction of Section 2.1, the Parties acknowledge that Macquarie’s obligations hereunder (other than its obligation under Section 2.3 above) shall commence within one (1) Business Day of the Effective Date only if the Definitive Effective Date Volume shall be sold and transferred to Macquarie within one (1) Business Day of the Effective Date as provided under the Inventory Sales Agreement for payment within one (1) Business Day of the Effective Date of the Estimated Effective Date Value made as provided therein. 4.2 Post-Effective Date Reconciliation and True-Up. The Parties further acknowledge that the determination and payment of the Definitive Effective Date Value shall be made as provided in the Inventory Sales Agreement. 4.3 Posting of Independent Amount. The Company shall make available to Macquarie the Independent Amount (including the Initial Independent Amount within one (1) Business Day of the Effective Date) in accordance with the terms of the Fees and Adjustments Letter. The Independent Amount shall (a) constitute credit support for all of the Transaction Obligations, (b) be subject to the applicable provisions of this Agreement, including Section 13.4(b), and (c) except as otherwise applied in accordance with the terms of the Transaction Documents, be returned (or portions thereof shall be returned) to the Company from time to time in accordance with the terms of the Fees and Adjustments Letter and otherwise only if (and when) the Transaction Documents have been terminated and all of the Company’s obligations under the Transaction Documents have been satisfied in full. PURCHASE AND SALE OF PERMITTED FEEDSTOCK 5.1 Monthly and Weekly Forecasts and Projections. (a) Target Month-End Permitted Feedstock Volume and Target Month-End Renewable Product Volume. No later than the fifteenth (15th) day of the month preceding a Delivery Month, the Company shall provide Macquarie with a preliminary written forecast in the form of Schedule Z of the Target Month-End Permitted Feedstock Volume and Target Month-End Renewable Product Volume for the following Delivery Month. During the first (1st) month of deliveries of Permitted Feedstock made pursuant to this Agreement, the Target Month-End Permitted Feedstock Volume and Target Month-End Renewable Product Volume shall be the amounts set forth on Schedule I. (b) Monthly Permitted Feedstock Forecast.

 
45 13585990v13 (i) No later than the fifteenth (15th) day of the month preceding a Delivery Month, the Company shall provide Macquarie with a written forecast for the next two succeeding full Delivery Months in the form of Schedule AA, setting forth the Refinery’s anticipated Permitted Feedstock requirements (each, a “Monthly Permitted Feedstock Forecast”). The Monthly Permitted Feedstock Forecast will include the quantity, grade and schedule of Refinery Procured Permitted Feedstock Barrels expected to be delivered, if any, for each Delivery Month included in such forecast. (ii) Macquarie shall have the right to reject any Monthly Permitted Feedstock Forecast; provided, however, that in the event Macquarie does not reject the same within one (1) Business Day after receiving the Monthly Permitted Feedstock Forecast, Macquarie shall be deemed to have accepted the same. In the event Macquarie timely rejects any Monthly Permitted Feedstock Forecast, the Parties will meet (including by telephone or internet) not later than the following Business Day to agree upon a mutually agreeable alternative. (iii) If thereafter any change occurs outside of customary refinery operations affecting the quantity, grade or schedule of the Refinery Procured Permitted Feedstock Barrels that the Company expects to procure for delivery during such Delivery Month, the Company shall promptly advise Macquarie of such change and resolve and agree upon any needed changes in Target Month-End Permitted Feedstock Volumes. (c) Weekly Permitted Feedstock Projection. No later than 5:00 p.m., EST on Thursday of each week, the Company shall provide Macquarie with a written summary in the form of Schedule G of the Refinery’s projected Permitted Feedstock runs for the next immediately succeeding Projection Week (each, a “Weekly Permitted Feedstock Projection”). Macquarie shall have the right to reject any Weekly Permitted Feedstock Projection; provided, however, that in the event Macquarie does not reject a Weekly Permitted Feedstock Projection by Friday at 5:00 pm EST, Macquarie shall be deemed to have accepted the same. In the event Macquarie timely rejects any Weekly Permitted Feedstock Projection, the Parties will meet (including by telephone or internet) not later than the following Business Day to agree upon a mutually agreeable alternative. (d) Change in Weekly Permitted Feedstock Projection. The Company shall promptly notify Macquarie in writing upon learning of any material change in any Weekly Permitted Feedstock Projection or if it is necessary to delay any previously scheduled pipeline nominations. (e) Responsibility of Company for Forecast and Projections. The Parties acknowledge that the Company is solely responsible for providing the Monthly Permitted Feedstock Forecast and the Weekly Permitted Feedstock Projection and for making any adjustments thereto, and the Company agrees that all such forecasts and projections shall be prepared in good faith, with due regard to all available and reliable historical information and the Company’s then-current business prospects, and in accordance with such standards of care as are generally applicable in the U.S. Renewable Fuels industry; provided,

 
46 13585990v13 however, the Parties acknowledge and agree that such forecasts and projections are only estimates and not guarantees of future performance, and the Company shall have no liability to Macquarie for any differences between such forecasts and projections provided by the Company in good faith and the actual Permitted Feedstock requirements or runs. The Company acknowledges and agrees that (i) Macquarie shall be entitled to rely and act, and shall be fully protected in relying and acting, upon all such forecasts and projections, and (ii) Macquarie shall not have any responsibility to make any investigation into the facts or matters stated in such forecasts or projections. 5.2 Macquarie Permitted Feedstock Procurement Contracts. (a) Volume of Macquarie Procured Permitted Feedstock. On and after the Effective Date (and in some cases, prior to the Effective Date as acknowledged by Macquarie and the Company) through the end of the Term, Macquarie (in accordance with the terms and conditions set forth therein) may enter into Macquarie Permitted Feedstock Procurement Contracts, and purchase from Permitted Suppliers on industry customary terms and conditions otherwise reasonably satisfactory to Macquarie and the Company, monthly deliveries of Permitted Feedstock of, in the aggregate, 15,000 Barrels per day or such lesser amount as the Company may request or direct in accordance with the terms hereto and subject to (a) the availability of Permitted Feedstock in accordance with the terms hereof from acceptable suppliers (as contemplated in Section 5.2(c) hereof), including Permitted Suppliers under Macquarie Permitted Feedstock Procurement Contracts, (b) the absence of any continuing Event of Default, (c) the Company’s maintenance of the Base Agreements and Required Storage and Transportation Arrangements, if any, and compliance with the terms and conditions hereof, and (d) the provision of additional credit support by the Company in the form of a letter of credit, cash collateral or such other form, in each case, as specified and required in the definition of “Independent Amount”. For purposes of the foregoing, sales of Permitted Feedstock by Macquarie or by Affiliates, including, without limitation, Designated Affiliates, of Macquarie to the Company or any of its Subsidiaries, including, without limitation, Designated Affiliates, whether or not under this Agreement, including under transactions in respect of and governed by any applicable Macquarie Permitted Feedstock Procurement Contract shall be included in the calculation of such total monthly deliveries. (b) Proposed Macquarie Permitted Feedstock Procurement Contracts. From time to time during the Term of this Agreement, the Company may propose that one or more additional Macquarie Permitted Feedstock Procurement Contracts be entered into, including any such additional Macquarie Permitted Feedstock Procurement Contract as may, with the Company’s prior written consent, be entered into in connection with the expiration of an outstanding Macquarie Permitted Feedstock Procurement Contract. If the Parties mutually agree in writing to seek additional Macquarie Permitted Feedstock Procurement Contracts, then the Company shall endeavor to identify quantities of Permitted Feedstock that may be acquired from one or more Third Party Suppliers under contracts that provide for one or more shipment(s) of Permitted Feedstock. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential additional Macquarie Permitted Feedstock Procurement Contract. The Company shall have no authority to bind Macquarie to, or enter into on Macquarie’s behalf,

 
47 13585990v13 any additional Macquarie Permitted Feedstock Procurement Contract, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an additional Macquarie Permitted Feedstock Procurement Contract that the Company wishes to be executed, the Company shall apprise Macquarie in writing, using the applicable trade sheet included in Schedule Q, of the terms of such offer, and Macquarie shall promptly, but no later than two (2) Business Days after the Company’s delivery of such applicable trade sheet, determine and advise the Company as to whether Macquarie desires to accept such offer. If Macquarie indicates its desire to accept such offer, then Macquarie shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Macquarie may enter into a binding additional Macquarie Permitted Feedstock Procurement Contract on terms agreeable to Macquarie. In the event Macquarie does not respond within such two (2) Business Days, Macquarie shall be deemed to have declined to enter into such Macquarie Permitted Feedstock Procurement Contract. If any Macquarie Permitted Feedstock Procurement Contract is a term contract pursuant to which Macquarie may, from time to time, nominate a shipment by a Nomination Cutoff Date for expected delivery during a designated month, Macquarie shall apprise the Company of such timing requirements relating to such Nomination Cutoff Date. (c) Macquarie’s Right to Reject Macquarie Permitted Feedstock Procurement Contracts. Macquarie may, in its discretion elect to reject any such offer to enter into an Macquarie Permitted Feedstock Procurement Contract, provided that from time to time during the Term hereof Macquarie shall, upon the reasonable request of the Company, consult with the Company regarding those counterparties that Macquarie would be prepared to trade with as of the time of such consultation upon review of acceptable documentation as further contemplated herein. Macquarie’s decision to reject any such offer shall be based on such factors and considerations as Macquarie deems relevant, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits), reputational considerations, prior or current interactions between Macquarie and the proposed Third Party Supplier, the presence or absence of trading documentation between Macquarie and the proposed Third Party Supplier, the presence or absence of a pre-existing trading relationship with the proposed Third Party Supplier or the suitability of the proposed Third Party Supplier for such transaction. Without limiting the foregoing, any proposed Third Party Supplier shall be required to satisfy Macquarie’s internal requirements and policies as they relate to any applicable “know-your-customer” rules, anti-money laundering policies and procedures, laws, rules and regulations (including without limitation, the Patriot Act, and rules and regulations of OFAC) and other similar client identification and business conduct standards and dealing policies and procedures (including reputational considerations), in each case, as consistently applied by Macquarie and to have provided to Macquarie all material documentation and other information required by such policies and procedures and applicable regulatory authorities. Notwithstanding the foregoing, Macquarie shall not reject any such offer to enter into a Macquarie Permitted Feedstock Procurement Contract with any counterparty based solely on the fact that such offer was presented to it by the Company hereunder where, at such time, Macquarie would otherwise have transacted with such counterparty on such terms and under all other applicable policies and limitations.

 
48 13585990v13 (d) Sale of Macquarie Procurement Barrels. For sales of Macquarie Procurement Barrels by Macquarie to Company, title and risk of loss for each quantity of Permitted Feedstock shall pass to Company as the Permitted Feedstock passes the applicable Macquarie Delivery Point free of liens, other than Permitted S&O Liens. The Parties acknowledge that the consideration due from the Company to Macquarie for any Permitted Feedstock shall be paid for in accordance with Article 10. (e) Company’s Obligation to Purchase Macquarie Procurement Barrels. The Company acknowledges and agrees that, subject to the terms and conditions of this Agreement, it is obligated to purchase and take delivery of all Permitted Feedstock acquired by Macquarie under Macquarie Permitted Feedstock Procurement Contracts. In the event of a dispute, Macquarie shall provide, to the extent legally and contractually permissible, to the Company, a copy of the Macquarie Permitted Feedstock Procurement Contract in question. 5.3 Nominations under Macquarie Permitted Feedstock Procurement Contracts. (a) Shipment Notification. With respect to each shipment under a Macquarie Permitted Feedstock Procurement Contract that the Company desires be delivered during a specified Delivery Month, the Company shall notify Macquarie of such shipment at least fifteen (15) days prior to the first applicable Nomination Cutoff Date for such month, if any (each, a “Shipment Notification”). As part of such Projected Monthly Run Volume, the Company may specify the grade of such Projected Monthly Run Volume, provided that such grades and their respective quantities specified by the Company shall fall within the grades and quantities then available to be nominated by Macquarie under the outstanding Macquarie Permitted Feedstock Procurement Contracts. (b) Contract Nominations. Provided that the Company provides Macquarie with the Projected Monthly Run Volume as required under Section 7.2(a) and the Shipment Notifications as required under Section 5.3(a), Macquarie and the Company shall consult regarding scheduling and other selections and nominations (collectively, “Contract Nominations”) to be made by Macquarie under then outstanding Macquarie Permitted Feedstock Procurement Contracts on or before any applicable Nomination Cutoff Dates taking into account the quantities of Other Barrels. To the extent reasonably practicable and in accordance with its consultation with the Company, Macquarie shall endeavor to make Contract Nominations that reflect, and do not exceed or fall below, the quantity of each grade specified by the Company in such Projected Monthly Run Volume. Should any Contract Nomination not be accepted by any Third Party Supplier under a Macquarie Permitted Feedstock Procurement Contract or by any pipeline, rail line or truck line operator under a transportation services agreement, Macquarie shall promptly advise the Company and use commercially reasonable efforts with the Company and such Third Party Supplier to revise the Contract Nomination subject to the terms of any such Macquarie Permitted Feedstock Procurement Contract or applicable transportation services agreement. Macquarie shall provide the Company with confirmation of each such Contract Nomination that is made.

 
49 13585990v13 (c) Adjustment to Contract Nominations. The Parties agree that the Company may, from time to time, request that Macquarie make adjustments or modifications to Contract Nominations it has previously made under the Macquarie Permitted Feedstock Procurement Contracts or a transportation services agreement. Promptly following receipt of any such request, Macquarie shall use its commercially reasonable efforts to make such adjustment or modification, subject to any limitations or restrictions under the relevant Macquarie Permitted Feedstock Procurement Contracts or transportation services agreement. Any additional out of pocket costs or expenses incurred as a result of such an adjustment or modification shall constitute an Ancillary Cost hereunder. (d) Communications Protocol. In addition to the nomination process, Macquarie and the Company shall follow the mutually agreed communications protocol as set forth on Schedule J, with respect to ongoing daily coordination with feedstock suppliers, including purchases or sales of Permitted Feedstock or other feedstocks outside of the normal nomination procedures. (e) Forecast; Operational Volume Range. Each of the Company and Macquarie agrees to use commercially reasonable efforts in preparing the forecasts, projections and nominations required by this Agreement in a manner intended to maintain Permitted Feedstock and Renewable Product operational volumes within the Operational Volume Range. 5.4 Refinery Procured Permitted Feedstock Barrels. (a) Macquarie Right to Purchase Refinery Procured Permitted Feedstock Barrels. Macquarie shall purchase all Refinery Procured Permitted Feedstock Barrels, so long as such Refinery Procured Permitted Feedstock Barrels satisfy the approved grade, do not exceed the maximum inventory level for Permitted Feedstock set forth on Schedule D and no Event of Default has occurred and is continuing under this Agreement. To the extent the Company wishes to sell any Permitted Feedstock to any third party, the Company acknowledges that it shall not have the authority to agree to such sale without Macquarie’s prior written consent. (b) Procedures and Mechanisms for Refinery Procured Permitted Feedstock Barrels. Prior to the delivery of any Refinery Procured Permitted Feedstock Barrels hereunder, the Parties shall establish procedures and mechanisms, reasonably satisfactory to Macquarie, for determining and reporting specific volumes of such Refinery Procured Permitted Feedstock Barrels. (c) Sales of Refinery Procured Permitted Feedstock Barrels. For sales by the Company to Macquarie, they shall be on DDP (Incoterms 2010) basis at Current Month Pricing Benchmark(s), subject to the calculation of the Monthly True-Up Amounts as provided for on Schedule C-2, and title and risk of loss for each quantity of Permitted Feedstock shall pass to Macquarie as the Permitted Feedstock passes the applicable Permitted Feedstock Intake Point free of Liens. The Parties acknowledge that the consideration due from Macquarie to the Company for any Permitted Feedstock shall be paid for in accordance with Article 10.

 
50 13585990v13 5.5 Sale of Permitted Feedstock by Macquarie at Permitted Feedstock Delivery Points. (a) Sale of Permitted Feedstock by Macquarie to the Company. Provided no Default or Event of Default has occurred and is continuing, Macquarie shall be permitted to sell and the Company shall be permitted to purchase Permitted Feedstock from the Included Permitted Feedstock Storage Tanks and take delivery of such Permitted Feedstock at the Permitted Feedstock Delivery Point in accordance with the Weekly Permitted Feedstock Projection, or as otherwise mutually agreed to by the Parties. Though not obligated to do so, Macquarie shall, absent an Event of Default, make commercially reasonable efforts to sell Permitted Feedstock to the Company before selling to another Person. The purchase and receipt of any Permitted Feedstock by Company at any Permitted Feedstock Delivery Point shall be on an “ex works” basis (EXW Incoterms 2010) free of liens, other than Permitted S&O Liens. Upon such sale, title and risk of loss will transfer to the Company. The Company shall bear sole responsibility for the withdrawal of Permitted Feedstock from the Included Permitted Feedstock Storage Tanks. The Company shall take all commercially reasonable actions necessary to maintain a connection with the Included Permitted Feedstock Storage Tanks to enable the withdrawal and delivery of Permitted Feedstock as contemplated hereby. (b) Sale of Permitted Feedstock by Macquarie to Third Party. The Company agrees that it shall not propose, and Macquarie shall not be requested to enter into, any transactions involving the sale of Permitted Feedstock to any third party until the Company has established, to Macquarie’s satisfaction, procedures and mechanisms for determining and reporting the specific volumes that are from time to time subject to each such Permitted Feedstock sale transaction. 5.6 Transportation, Storage and Delivery of Permitted Feedstock. Macquarie shall have the exclusive right to inject (except for such injections by the Company otherwise contemplated in Section 10.3), store and withdraw Permitted Feedstock in and from the Included Permitted Feedstock Storage Tanks as provided in and subject to the Storage Facilities Agreement or applicable Required Storage and Transportation Arrangement, as applicable. 5.7 Custody. (a) Custody of Permitted Feedstock at Refinery. During the time any Permitted Feedstock (i) are held in any Refinery Facilities, the Company shall be and shall cause the Facilities Operator Affiliates to be, each in its respective capacity as owner and/or operator of such Refinery Facilities including pursuant to the Montana Renewables Services Agreement, solely responsible for the care, custody and control of such Permitted Feedstock and shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws, pertaining to the possession, handling, use and processing of such Permitted Feedstock and (ii) are held in any Included Locations, including any Refinery Facilities, the Company shall and shall cause the Facilities Operator Affiliates to, jointly and severally, (for the avoidance of doubt in construing Article 21) indemnify and hold harmless Macquarie, its Affiliates and their agents, representatives, contractors, employees, directors and officers, as and to the extent provided in Article 21 (and subject thereto in all respects) for all Liabilities directly or indirectly arising therefrom

 
51 13585990v13 except to the extent such Liabilities are caused by or attributable to any of the matters for which Macquarie is indemnifying the Company pursuant to Article 21. (b) Custody of Permitted Feedstock in Included Permitted Feedstock Storage Tanks. While the Permitted Feedstock is located in the Included Permitted Feedstock Storage Tanks, the Company shall be and shall cause the Facilities Operator Affiliates to be solely responsible for the care, custody and control of such Permitted Feedstock and solely responsible for compliance with all Applicable Laws, including all Environmental Laws pertaining to the possession, handling, use and processing of such Permitted Feedstock. Company shall and shall cause the Facilities Operator Affiliates to, jointly and severally, (for the avoidance of doubt in construing Article 21) indemnify and hold harmless Macquarie, its Affiliates and their agents, representatives, contractors, employees, directors and officers, as and to the extent provided in Article 21 (and subject thereto in all respects) for all Liabilities directly or indirectly arising therefrom except to the extent such Liabilities are caused by or attributable to any of the matters for which Macquarie is indemnifying the Company pursuant to Article 21. (c) Renewables Credit Support. In the event that the Company holds title to any Renewables Credit Support, the Company shall, (for the avoidance of doubt in construing Article 21) indemnify and hold harmless Macquarie, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising therefrom as and to the extent provided in Article 21 (and subject thereto in all respects) except to the extent such Liabilities are caused by or attributable to any of the matters for which Macquarie is indemnifying the Company pursuant to Article 21. 5.8 Contract Documentation, Confirmations and Conditions. (a) Conditions to Macquarie Delivery of Permitted Feedstock. Macquarie’s obligations to deliver Permitted Feedstock under this Agreement shall be subject to (i) the Company identifying and negotiating potential Macquarie Permitted Feedstock Procurement Contracts, in accordance with Section 5.2, that are acceptable to both the Company and Macquarie, (ii) the Company performing its obligations hereunder with respect to providing Macquarie with timely nominations, forecasts and projections (including Projected Monthly Run Volumes, as contemplated in Section 5.3(a)) so that Macquarie may make timely nominations under the Macquarie Permitted Feedstock Procurement Contracts, (iii) all of the terms and conditions of the Macquarie Permitted Feedstock Procurement Contracts, (iv) any other condition set forth in Section 5.2(a) above (v) Company fulfilling its obligations, if any, to deliver Refinery Procured Permitted Feedstock Barrels to Macquarie and (v) no Event of Default having occurred and continuing with respect to the Company. (b) Documentation of Macquarie Permitted Feedstock Procurement Contracts. In documenting each Macquarie Permitted Feedstock Procurement Contract, Macquarie shall endeavor and cooperate with the Company, in good faith and in a commercially reasonable manner, to obtain the Third Party Supplier’s agreement that a copy of such Macquarie Permitted Feedstock Procurement Contract may be provided to the Company;

 
52 13585990v13 provided that this Section 5.8(b) in no way limits the Company’s rights to consent to all Macquarie Permitted Feedstock Procurement Contracts as contemplated by Section 5.2. In addition, to the extent it is permitted to do so, Macquarie shall endeavor to keep the Company apprised of, and consult with the Company regarding, the terms and conditions being incorporated into any Macquarie Permitted Feedstock Procurement Contract under negotiation with a Third Party Supplier. 5.9 DISCLAIMER OF WARRANTIES. EXCEPT FOR MACQUARIE’S WARRANTY THAT MACQUARIE SHALL HAVE AND CONVEY GOOD TITLE TO ALL PERMITTED FEEDSTOCK OR RENEWABLE PRODUCTS SOLD BY MACQUARIE TO COMPANY HEREUNDER, FREE AND CLEAR OF ALL LIENS, OTHER THAN PERMITTED S&O LIENS, MACQUARIE MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF SUCH PERMITTED FEEDSTOCK OR RENEWABLE PRODUCTS FOR ANY PARTICULAR PURPOSE OR OTHERWISE. FURTHER, MACQUARIE MAKES NO WARRANTY OR REPRESENTATION THAT SUCH PERMITTED FEEDSTOCK OR RENEWABLE PRODUCTS CONFORMS TO THE SPECIFICATIONS IDENTIFIED IN ANY CONTRACT WITH THE COMPANY OR ANY THIRD PARTY SUPPLIER. 5.10 Quality Claims and Claims Handling. (a) Responsibility for Specifications of Permitted Feedstock. The failure of any Permitted Feedstock or Renewable Product that Macquarie hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in a Macquarie Permitted Feedstock Procurement Contract for that Permitted Feedstock or Renewable Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Macquarie hereunder; provided, however, that any claims made by Macquarie with respect to such non-conforming Permitted Feedstock or Renewable Product shall be for the Company’s account and resolved in accordance with this Section 5.10. (b) Coordination of Resolution of Disputes with Third Parties. The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Permitted Feedstock, Renewable Products, pipeline, tank transfers, or ocean transportation, and any dispute, claim, or controversy arising hereunder between Macquarie and any of its vendors who supply goods or services or carriers who supply transportation services in conjunction with Macquarie’s performance of its obligations under this Agreement) made by or against Macquarie. In all instances wherein claims are made by a third party against Macquarie which shall be for the account of the Company, the Company shall have the right, subject to Section 5.10(d), to either direct Macquarie to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Macquarie, all at the Company’s cost and expense; provided that Macquarie may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Macquarie for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise),

 
53 13585990v13 and subject to Section 5.10(d), Macquarie shall take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Macquarie Involvement Resolution of Disputes with Third Parties. Macquarie shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Macquarie assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Macquarie’s sole cost and expense. In no event may Macquarie settle any such claim without the Company’s prior written consent, such consent not to be unreasonably conditioned, delayed or withheld. In the event that Macquarie has a claim or cause of action arising under any Macquarie Permitted Feedstock Procurement Contract that Macquarie declines to pursue or prosecute, then Macquarie shall, upon written request of the Company, to the extent possible through the use of commercially reasonable efforts either assign such claim or cause of action to the Company, or designate the Company as Macquarie’s limited agent, so at to facilitate the Company’s ability to pursue or prosecute such claim. (d) Disputes Subject to Indemnification Provisions. In addition, any claim that is or becomes subject to Article 21 shall be handled and resolved in accordance with the provisions of Article 21. 5.11 Ancillary Contracts. Prior to entering into any Ancillary Contract that is intended for the exclusive benefit of the Company in connection with this Agreement and does not by its terms expire or terminate on or before the Expiration Date, Macquarie shall endeavor, in good faith and subject to any confidentiality restrictions, to afford the Company an opportunity to review and comment on such Ancillary Contract or the terms thereof and to confer with the Company regarding such Ancillary Contract and terms, and if Macquarie enters into any such Ancillary Contract without the Company’s written consent, the Company shall not be obligated to assume such Ancillary Contract pursuant to Section 20.1(c) below. 5.12 Communications Regarding Nominations and Deliveries. The Parties shall coordinate all nominations and deliveries according to the communications protocol on Schedule J. PURCHASE PRICE FOR PERMITTED FEEDSTOCK 6.1 Daily Volumes. Each Business Day the Company shall provide to Macquarie, by no later than 12:00 pm EST for Permitted Feedstock, meter tickets and/or meter readings, and tank gauge readings confirming the Measured Permitted Feedstock Quantity for each of the Included Permitted Feedstock Storage Tanks for all Delivery Dates since the prior Business Day. 6.2 Purchase Price for Permitted Feedstock. The per Barrel purchase price for the Daily Permitted Feedstock Tanks Sales and Daily Permitted Feedstock Purchases shall equal the Current Month Pricing Benchmark specified for the applicable Permitted Feedstock, subject to the

 
54 13585990v13 calculation of the Monthly True-Up Amounts as provided for on Schedule C-2, and Macquarie shall provide interim invoice statements (subject to the Monthly True-Up Amount) to the Company during each month based on provisional prices (determined using the index price for the day plus the applicable differential agreed in advance for such month) established in good faith by Macquarie for Barrels purchased. 6.3 [Reserved] 6.4 Material Permitted Feedstock Grade Changes. If either the Company or Macquarie concludes in its reasonable judgment that the specifications of the Permitted Feedstock procured, or projected to be procured, differ materially from the grades that have generally been run by the Refinery or such grades that the Company may run from time to time acting as a prudent renewable fuel refinery operator, then the Company and Macquarie shall endeavor in good faith to mutually agree on (i) acceptable price indices for such Permitted Feedstock, and (ii) a settlement payment from one Party to the other that is sufficient to compensate the relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices. 6.5 Counterparty Permitted Feedstock Sales. At the written request of the Company and subject to the applicable provisions of Article 5 above, Macquarie may from time to time enter into one or more Counterparty Permitted Feedstock Sales. In such cases, the Counterparty Permitted Feedstock Sales Fee shall be applicable to such Counterparty Permitted Feedstock Sales, and shall be payable by the Company to Macquarie hereunder; provided, however, such Counterparty Permitted Feedstock Sales Fee shall not be applicable to any other disposition of Permitted Feedstock made by Macquarie hereunder or under the Transaction Documents. 6.6 Supporting Documentation. Upon Macquarie’s written request, the Company shall provide documentation evidencing all Other Barrels. 6.7 Monthly Permitted Feedstock Sale Adjustment. For each month (or portion thereof) during the term of the Agreement, Macquarie shall determine whether an amount is due by one Party to the other for Counterparty Permitted Feedstock Sales by Macquarie at the direction of the Company to a counterparty other than the Company, (a “Monthly Permitted Feedstock Sale Adjustment”) in accordance with the following terms and conditions: (a) Macquarie shall determine the aggregate quantity of Barrels of Permitted Feedstock sold during such period under such Counterparty Permitted Feedstock Sales, and Macquarie shall provide interim invoice statements (subject to adjustment in the Monthly Permitted Feedstock Sale Adjustment contemplated in this Section 6.7) to the Company during each month based on provisional prices (determined using the index price for the day plus the applicable differential agreed in advance for such month) established in good faith by Macquarie for such Barrels sold during such period; (b) If, (i) the Aggregate Permitted Feedstock Sale Receipt exceeds the Index Permitted Feedstock Sale Value, then the Monthly Permitted Feedstock Sale Adjustment for that Permitted Feedstock shall equal such excess and shall be due to the Company and (ii) the Index Permitted Feedstock Sale Value exceeds the Aggregate Permitted Feedstock

 
55 13585990v13 Sale Receipt, then the Monthly Permitted Feedstock Sale Adjustment for that Permitted Feedstock shall equal such excess and shall be due to Macquarie; and (c) If Macquarie determines that any Monthly Permitted Feedstock Sale Adjustment is due, it shall include its calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Permitted Feedstock Sale Adjustment shall be incorporated as a component of the Monthly True-Up Amount due for such period which, if due to the Company, shall be expressed as a negative number and, if due to Macquarie, shall be expressed as a positive number. 6.8 Monthly Third Party Permitted Feedstock Sale Adjustment. For each month (or portion thereof) during the term of the Agreement, Macquarie shall determine whether an amount is due by one Party to the other with respect to the sale of Permitted Feedstock at the Permitted Feedstock Delivery Point to a third party by Macquarie at the direction of the Company, (a “Monthly Third Party Permitted Feedstock Sale Adjustment”) in accordance with the following terms and conditions: (a) Macquarie shall determine the aggregate quantity of Barrels of Permitted Feedstock sold during such period under such third party sales, and Macquarie shall provide interim invoice statements (subject to adjustment in the Monthly Third Party Permitted Feedstock Sale Adjustment contemplated in this Section 6.8) to the Company during each month based on provisional prices (determined using the index price for the day plus the applicable differential agreed in advance for such month) established in good faith by Macquarie for such Barrels sold during such period; (b) If (i) the Aggregate Third Party Permitted Feedstock Sale Receipt exceeds the Index Third Party Permitted Feedstock Sale Value, then the Monthly Third Party Permitted Feedstock Sale Adjustment for that Permitted Feedstock shall equal such excess and shall be due to the Company and (ii) the Index Third Party Permitted Feedstock Sale Value exceeds the Aggregate Third Party Permitted Feedstock Sale Receipt, then the Monthly Third Party Permitted Feedstock Sale Adjustment for that Permitted Feedstock shall equal such excess and shall be due to Macquarie; and (c) If Macquarie determines that any Monthly Third Party Permitted Feedstock Sale Adjustment is due, it shall include its calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Third Party Permitted Feedstock Sale Adjustment shall be incorporated as a component of the Monthly True-Up Amount due for such period which, if due to the Company, shall be expressed as a negative number and, if due to Macquarie, shall be expressed as a positive number. TARGET INVENTORY LEVELS AND DIFFERENTIAL ADJUSTMENT 7.1 Target Inventory Levels. Monthly inventory targets for Permitted Feedstock and Renewable Products shall be set pursuant to this Article 7. Such monthly inventory targets for Permitted Feedstock and Renewable Products shall be subject to the minimum and maximum

 
56 13585990v13 inventory levels set forth in Schedule D for each Pricing Group, which minimum inventory levels shall be satisfied by the procurement of Permitted Feedstock and Renewable Products in accordance with the terms hereof. The Company represents and warrants that the respective Target Month-End Permitted Feedstock Volumes and Target Month-End Renewable Product Volumes that the Company sets for each month during the Term hereof shall be the Company’s good faith estimate (which is not a guarantee of actual performance), at the time it sets such targets, of the Ending In-Tank Permitted Feedstock Inventory and the Ending In-Tank Renewable Product Inventory at the end of such month. 7.2 Target Month-End Permitted Feedstock Volume. (a) Projected Monthly Run Volume. By no later than the fifteenth (15th) day of the month preceding each Delivery Month, the Company shall notify Macquarie of the aggregate quantity of Permitted Feedstock that the Company expects to run at the Refinery during such Delivery Month (the “Projected Monthly Run Volume”). Macquarie shall have the right to reject any Projected Monthly Run Volume; provided, however, that in the event Macquarie does not reject the same within one (1) Business Day after receiving the Projected Monthly Run Volume, Macquarie shall be deemed to have accepted the same. In the event Macquarie timely rejects any Projected Monthly Run Volume, the Parties will meet not later than the following Business Day to agree upon a mutually agreeable alternative. (b) Constraints on Target Month-End Permitted Feedstock Volume. In establishing a Target Month-End Permitted Feedstock Volume, the Parties acknowledge that any increase in a Target Month-End Permitted Feedstock Volume is constrained to the extent that (i) the Permitted Feedstock available for delivery under the Macquarie Permitted Feedstock Procurement Contracts with Third Party Suppliers, plus (ii) Other Barrels available for delivery during such month are not intended to be greater than the Company’s Permitted Feedstock requirements for the Refinery for the month related to such Target Month-End Permitted Feedstock Volume. (c) Adjustments to Target Month-End Permitted Feedstock Volume. The Parties may, by mutual agreement, adjust the Target Month-End Permitted Feedstock Volume for any month. Any change to a Target Month-End Permitted Feedstock Volume shall affect only the subject month and does not impact the calculation of the Target Month- End Permitted Feedstock Volume in subsequent months. 7.3 Target Month-End Renewable Product Volume. (a) [Reserved] (b) Target Month-End Renewable Product Volume; Applicable Range. Subject to events of Force Majeure, facility turnarounds, the performance of any third parties (including purchasers of Renewable Products under the Marketing and Sales Agreement), the Company shall, in establishing each Target Month-End Renewable Product Volume, use commercially reasonable efforts to cause such Target Month-End Renewable Product

 
57 13585990v13 Volume to be within the applicable range specified for such Renewable Product on Schedule D. (c) Changes to Target Month-End Renewable Product Volume. At any time prior to the beginning of the month to which a Target Month-End Renewable Product Volume relates, the Parties may, by mutual agreement, change such Target Month-End Renewable Product Volume. (d) Target Month-End Renewable Product Volume Adjusted for Additional Renewable Product Transactions. For any month in which quantities of Renewable Products are delivered by Macquarie under one or more Additional Renewable Product Transactions entered into during such month pursuant to the Marketing and Sales Agreement, the Target Month-End Renewable Product Volume of any such Renewable Product for the end of such month shall be reduced by the aggregate net quantity of such Renewable Product so delivered to the extent such Additional Renewable Product Transactions are entered into after such Target Month-End Renewable Product Volume is established. 7.4 Differential Adjustments. Promptly following each Differential Adjustment Month, Macquarie shall review the data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Permitted Feedstock or Renewable Product Differentials is appropriate; provided that, if Macquarie or the Company determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by Macquarie), such Party shall propose an adjusted Permitted Feedstock or Renewable Product Differentials. In the event the Parties mutually agree to the proposed adjusted Permitted Feedstock or Renewable Product Differentials, the same shall become applicable commencing with the month immediately following such Differential Adjustment Month; provided, however, that in the event no such mutual agreement is made, the Permitted Feedstock or Renewable Product Differentials set forth on Schedule B will continue to apply. The Permitted Feedstock or Renewable Product Differentials shall be updated as set forth on Schedule B on the first (1st) Business Day of the Differential Adjustment Month, unless otherwise mutually agreed to by the Parties. 7.5 [Reserved] 7.6 [Reserved] 7.7 Monthly Cover Costs. (a) Monthly Renewable Products Cover Costs. If, for any month (or portion thereof), Macquarie reasonably determines that, as a result of the Company’s failure to produce the quantities of Renewable Product projected under this Agreement or the Company’s failure to comply with its obligations under the Marketing and Sales Agreement, regardless of how caused (including any event of Force Majeure), Macquarie retains insufficient quantities of Renewable Product to comply with its obligations to any third parties, under Included Sales Transactions, and Macquarie incurs any additional costs

 
58 13585990v13 and expenses or related damages in procuring and transporting Renewable Product from other sources for purposes of covering such delivery obligations or the shortfall in the quantity held for its account (collectively, “Monthly Renewable Products Cover Costs”), then the Company shall be obliged to reimburse Macquarie for such Monthly Renewable Products Cover Costs. If Macquarie determines that any Monthly Renewable Products Cover Costs are due to it, Macquarie shall promptly communicate such determination to the Company and, subject to any mitigation of such costs actually achieved by the Company, include the calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Renewable Products Cover Costs shall be incorporated as a component of the Monthly True-Up Amount due for such period hereunder. If, for any month (or portion thereof), Macquarie determines that, as a result of the Company’s failure to produce the quantities of Renewable Product projected under this Agreement or the Company’s failure to comply with its obligations under the Marketing and Sales Agreement, Macquarie retains insufficient quantities of Renewable Product to comply with its obligations to the Company, under any Company Agreements or otherwise pursuant to Section 2.6 of the Marketing and Sales Agreement, the Company shall be solely responsible for covering any delivery obligations to third parties or the shortfall in the quantity held for such third parties in connection with the Company’s Renewable Product Marketing Operations (as defined in the Marketing and Sales Agreement) or otherwise. (b) Monthly Permitted Feedstock Cover Costs. If, for any month (or portion thereof), Macquarie reasonably determines that, as a result of the Company’s failure to sell Macquarie the quantities of Refinery Procured Permitted Feedstock Barrels projected under this Agreement, regardless of how caused (including any event of Force Majeure), Macquarie retains insufficient quantities of Permitted Feedstock to comply with its obligations to any third parties and Macquarie incurs any additional out of pocket costs and expenses or related damages in procuring and transporting Permitted Feedstock from other sources for purposes of covering such delivery obligations or the shortfall in the quantity held for its account (collectively, “Monthly Permitted Feedstock Cover Costs”), then the Company shall be obliged to reimburse Macquarie for such Monthly Permitted Feedstock Cover Costs. If Macquarie determines that any Monthly Permitted Feedstock Cover Costs are due to it, Macquarie shall promptly communicate such determination to the Company and, subject to any mitigation of such costs actually achieved by the Company, include the calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Permitted Feedstock Cover Costs shall be incorporated as a component of the Monthly True-Up Amount due for such period hereunder. If, for any month (or portion thereof), Macquarie determines that, as a result of the Company’s failure to sell Macquarie the quantities of Refinery Procured Permitted Feedstock Barrels projected under this Agreement, Macquarie retains insufficient quantities of Permitted Feedstock to comply with its obligations to Company, the Company shall be solely responsible for covering any delivery obligations to third parties or Company. 7.8 Costs Related to Shortfall.

 
59 13585990v13 (a) Costs Related to Shortfall of Renewable Product. To the extent that Macquarie is required to cover, pursuant to an Included Sales Transaction, any shortfall in any Renewable Product delivery, which shortfall arises as a result of the failure by the Company to produce, store or deliver when due such Renewable Product of the correct quality and quantity, using any inventory Macquarie owns and acquires separately from the inventory owned and maintained in connection with this Agreement, regardless of how caused (including any event of Force Majeure), any out of pocket cost or loss (excluding lost profits) incurred by Macquarie in connection therewith that is not otherwise included as a Monthly Renewable Product Cover Cost shall constitute an Ancillary Cost that is to be reimbursed to Macquarie. (b) Costs Related to Shortfall of Permitted Feedstock. To the extent that Macquarie is required to cover, under a transaction with Company or a third party, any shortfall in any Permitted Feedstock delivery, which shortfall arises as a result of the failure by the Company to store or deliver when due Permitted Feedstock of the correct quality and quantity, using any inventory Macquarie owns and acquires separately from the inventory owned and maintained in connection with this Agreement, regardless of how caused (including any event of Force Majeure), any out of pocket cost or loss (excluding lost profits) incurred by Macquarie in connection therewith that is not otherwise included as a Monthly Permitted Feedstock Cover Cost shall constitute an Ancillary Cost that is to be reimbursed to Macquarie. 7.9 Excess Target Levels. No later than five (5) Business Days prior to the date on which the Company is obligated to establish the Target Month-End Permitted Feedstock Volume or the Target Month-End Renewable Product Volumes for any month, the Company may request that Macquarie agree to a level for any of the foregoing that exceeds that applicable maximum level set forth on Schedule D (an “Excess Inventory Level”); provided that such request may be for only such month or for a period of two (2) or more consecutive months starting with such month, as the Company shall specify in its request. If such request is made in a timely manner, Macquarie shall promptly review such request and advise the Company as to whether Macquarie accepts or rejects such Excess Inventory Level; provided that Macquarie is under no obligation to accept any such request. If Macquarie accepts any request for an Excess Inventory Level, then for all purposes of this Agreement and in lieu of the relevant level set forth on Schedule D, such Excess Inventory Level shall constitute the maximum inventory level for the relevant Renewable Product Group for the period specified in such request; provided that, after such period, the applicable level set forth on Schedule D shall be in effect for purposes of this Agreement. If Macquarie rejects any such request, then the applicable level set forth on Schedule D shall continue in effect, unless otherwise expressly agreed by the Parties in writing. 7.10 Excess Inventory Levels. (a) Excess Quantity. If, at any time, either Party determines, with respect to any Renewable Product Group, that the aggregate quantity of such Renewable Product Group being held in the Included Locations or the Specified Company Locations exceeds the maximum inventory level set forth on Schedule D for such Renewable Product Group in the Included Locations or the Specified Company Locations (such excess, an “Excess Quantity”), such Party shall promptly notify the other Party of the existence and volume of

 
60 13585990v13 such Excess Quantity. Within three (3) Business Days after such notice is given, Macquarie shall advise the Company as to whether Macquarie accepts such Excess Quantity (in which case Section 7.10(b) shall apply) or rejects such Excess Quantity (in which case Section 7.10(c) shall apply). (b) Response for Excess Quantity. If Macquarie accepts an Excess Quantity then, for all purposes of this Agreement, such Excess Quantity shall constitute the maximum Excess Inventory Level for the relevant Renewable Product Group for the Included Locations or the Specified Company Locations (as the case may be) for the balance of the month in which such Excess Quantity was first identified and, at Macquarie’s option, for such additional month or months as Macquarie may specify; provided that if Macquarie does not accept such Excess Quantity for any additional month or months, such Excess Quantity shall only be in effect for the then current month and if such Excess Quantity remains after the end of such current month, the provisions of this Section 7.10 shall apply anew as of the beginning the following month. (c) Disposal of Excess Quantity. If Macquarie rejects an Excess Quantity then, for purposes of determining amounts due under Sections 10.1 and 10.2 of this Agreement, such Excess Quantity shall not be counted as Permitted Feedstock or Renewable Products being held at an Included Location or Specified Company Location. In such case, if the Company is able to segregate in one or more Included Tanks or tanks at Specified Company Locations a quantity of the relevant Renewable Product Group at least equal to such Excess Quantity, the Company may, at its option, elect to designate such Included Tanks or other tanks and purchase from Macquarie the segregated quantity of such Renewable Product Group held in such designated Included Tanks so that the quantity of such Renewable Product Group owned by Macquarie (in the case of an Excess Quantity relating to the Included Location) would not exceed the applicable maximum inventory level set forth on Schedule D for the relevant Renewable Product Group for the Included Locations or the Specified Company Locations (as the case may be) after giving effect to such purchase or removal, at a price or value determined pursuant to the applicable provisions of Article 10. After settlement of such purchase or removal, such Included Tanks shall no longer constitute Included Locations or such other tanks shall no longer constitute Specified Company Locations for purposes hereof unless and until Macquarie determines, in its reasonable discretion, that Macquarie’s ownership of the quantities held in such tanks would not result, as of the time of such determination, in the aggregate quantity of the relevant Renewable Product Group owned by Macquarie exceeding the applicable maximum inventory level set forth on Schedule D. If and when such determination is made, the Parties shall confirm the sale by the Company to Macquarie of the quantities held in such Included Tanks at the prices or values that would then apply to additional volumes under Article 10 hereof and upon the settlement of such purchase or inclusion, such Included Tanks or other tanks shall thereafter again constitute Included Locations or Specified Company Locations for all purposes hereof.

 
61 13585990v13 PURCHASE AND DELIVERY OF RENEWABLE PRODUCTS 8.1 Purchase and Sale of Renewable Products. (a) Macquarie Purchase of Renewable Products. Macquarie agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Macquarie, the entire Renewable Products output of the Refinery from and including the Effective Date through the end of the Term of this Agreement, at the Current Month Pricing Benchmark(s), subject to the calculation of the Monthly True-Up Amounts as provided for on Schedule C-2, and otherwise in accordance with the terms and conditions of this Agreement. (b) Included Renewable Product Purchase Transaction. From time to time, under the Marketing and Sales Agreement, the Company may propose that Macquarie enter into an Included Renewable Product Purchase Transaction with an identified Renewable Product Supplier. Such proposal and Macquarie’s acceptance and rejection of such proposal shall be made pursuant to Section 2.3 of the Marketing and Sales Agreement. (c) Refinery Procured Renewable Product Barrels. No later than the fifteenth (15th) day of the month preceding a Delivery Month, the Company shall inform Macquarie whether the Company has purchased or intends to purchase any Renewable Product that is being procured under a Refinery Renewable Product Contract for delivery during such Delivery Month (“Refinery Procured Renewable Product Barrels”). In connection with each such quantity of Refinery Procured Renewable Product Barrels, the Company shall provide to Macquarie a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Renewable Product Barrels expected to be delivered to the Refinery Renewable Product Storage Tanks or such other Included Renewable Product Location designated by the Company during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, such quantity satisfies the approved grade, and such quantity does not exceed the maximum inventory level for such Renewable Products set forth on Schedule D, Macquarie shall purchase such quantity from the Company on a “FOB” destination basis at Current Month Pricing Benchmark(s), subject to the calculation of the Monthly True-Up Amounts as provided for on Schedule C-2, and title and risk of loss for such quantity shall pass to Macquarie as and when it passes the Renewable Product Intake Point free and clear of all Liens. If any change occurs in the quantity, grade or delivery terms of the Refinery Procured Renewable Product Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Macquarie of such change. The Parties acknowledge that the consideration due from Macquarie to the Company for any Refinery Procured Renewable Product Barrels shall be paid for in accordance with Article 10. 8.2 Sale and Purchase of Renewable Products. (a) Sale of Renewable Products from Company to Macquarie. Unless otherwise agreed by Macquarie, all Renewable Products shall be delivered and sold by the Company to Macquarie at the Renewable Product Intake Point of the Refinery Renewable

 
62 13585990v13 Product Storage Tanks or any other Included Renewable Product Tanks (as the case may be) on a DDP (Incoterms 2010) basis at the Current Month Pricing Benchmark(s), subject to the calculation of the Monthly True-Up Amounts as provided for on Schedule C-2, free and clear of all Liens, with the Company being responsible for ensuring transportation and delivery of such Renewable Product into the Refinery Renewable Product Storage Tanks or any other Included Renewable Product Tanks (as the case may be). Title and risk for loss shall transfer from the Company to Macquarie at the time of such sale (subject to the obligations of the Company and applicable Facilities Operator Affiliates to handle such products with due care while in their care, custody and control). (b) Sale of Renewable Products by Macquarie to the Company. Provided no Event of Default has occurred and is continuing, Macquarie shall be permitted to sell and the Company shall be permitted to purchase Renewable Products from the Refinery Renewable Product Storage Tanks and the Company shall take delivery of such Renewable Products at any Renewable Product Delivery Point in accordance with the Weekly Renewable Products Projection, or as otherwise mutually agreed to by the Parties. Though not obligated to do so, Macquarie shall, absent an Event of Default, use commercially reasonable efforts to sell Renewable Products to the Company before selling to another Person. The sale and delivery of any Renewable Products by Macquarie to the Company at the Renewable Product Delivery Point shall be on an “ex works” basis (EXW Incoterms 2010) at the Current Month Pricing Benchmark(s), subject to the calculation of the Monthly True-Up Amounts as provided for on Schedule C-2, free of Liens, other than Permitted S&O Liens. Upon such sale of Renewable Products, title and risk of loss will transfer to the Company. The Company shall bear sole responsibility for the withdrawal of Renewable Products from the Refinery Renewable Product Storage Tanks. The Company shall take all commercially reasonable actions necessary to maintain a connection with the Refinery Renewable Product Storage Tanks to enable the withdrawal and delivery of Renewable Products as contemplated hereby. The Parties understand and agree that after such title transfer to the Company, the Company may sell such Renewable Product to one or more third parties pursuant to one or more Company Agreements in the Company’s sole and absolute discretion. (c) Sale of Renewable Products by Macquarie to Third Party. Macquarie shall not be required to enter into any transactions involving the sale of Renewable Products to any third party until the Company has established, to Macquarie’s satisfaction, procedures and mechanisms for determining and reporting the specific volumes that are from time to time subject to each such Renewable Products sale transaction. Macquarie’s acceptance or rejection of any proposed third party Renewable Products sales transaction shall be subject to the applicable provisions of the Marketing and Sales Agreement. 8.3 Expected Yield and Estimated Output; Weekly Renewable Products Projection. (a) Estimated Yield. From time to time, based on its then current operating forecast for the Refinery, the Company may provide to Macquarie a revised expected Renewable Product yield for the Refinery (each, a “Revised Estimated Yield” and, together with the Initial Estimated Yield, an “Estimated Yield”).

 
63 13585990v13 (b) Monthly Renewable Product Estimate. (i) No later than the fifteenth (15th) day of the month preceding a Delivery Month, the Company shall, based on the then current Estimated Yield and such other operating factors as it deems relevant, prepare and provide to Macquarie an estimate in the form of Schedule DD of the Renewable Product quantities it expects to deliver to Macquarie during such Delivery Month (each, a “Monthly Renewable Product Estimate”). (ii) Macquarie shall have the right to reject any Monthly Renewable Product Estimate; provided, however, that in the event Macquarie does not reject the same within one (1) Business Day after receiving the Monthly Renewable Product Estimate, Macquarie shall be deemed to have accepted the same. In the event Macquarie timely rejects any Monthly Renewable Product Estimate, the Parties will meet not later than the following Business Day to agree upon a mutually agreeable alternative. (c) Weekly Renewable Products Projection. No later than 5:00 p.m., EST on Thursday of each week, the Company shall provide Macquarie with a written summary in the form of Schedule K of the Company’s projected Renewable Product purchases from Macquarie at the Refinery Renewable Product Storage Tanks for the next immediately succeeding Projection Week (each, a “Weekly Renewable Product Projection”). Macquarie shall have the right to reject any Weekly Renewable Product Projection; provided, however, that in the event Macquarie does not reject a Weekly Renewable Product Projection by 5:00 pm EST on the next day (Friday), Macquarie shall be deemed to have accepted the same. In the event Macquarie timely rejects any Weekly Renewable Product Projection, the Parties will meet not later than the following Business Day to agree upon a mutually agreeable alternative. 8.4 Delivered Quantities. (a) Readings. For each Delivery Date, the Company shall provide to Macquarie, by no later than 12:00 p.m. EST on the first Business Day following such Delivery Date, meter tickets and/or meter readings and tank gauge readings confirming the Measured Renewable Product Quantity in each Included Renewable Product Tank for each Renewable Product delivered during that Delivery Date and other such relevant information including but not limited to Renewable Product identifiers and the location of Renewable Products, aggregated on a Renewable Product Group basis. (b) Correction of Readings. If the Company determines that any meter tickets and/or meter readings and tank gauge readings provided pursuant to clause (a) above are inaccurate, the Company shall provide to Macquarie such corrected meter tickets and/or meter readings and tank gauge readings by no later than 12:00 noon EST on the third (3rd) Business Day following the date on which such determination is made. 8.5 Custody. During the time any Renewable Products (i) are held in any Refinery Facilities or Included Renewable Products Pipeline, the Company shall, and shall cause the

 
64 13585990v13 Facilities Operator Affiliates to, in their capacities as operator of such Refinery Facilities or Included Renewable Products Pipeline, be solely responsible for the care, custody and control of such Renewable Products and shall, and shall cause the Facilities Operator Affiliates to, be solely responsible for compliance with all Applicable Laws, including all Environmental Laws, pertaining to the possession, handling, use and processing of such Renewable Products and (ii) are held in any Refinery Renewable Product Storage Tanks and all other Included Renewable Product Tanks, the Company shall, and shall cause the Facilities Operator Affiliates to, as and to the extent provided in Article 21 (and subject thereto in all respects), jointly and severally, indemnify and hold harmless Macquarie, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising therefrom except to the extent such Liabilities are caused by or attributable to any of the matters for which Macquarie is indemnifying the Company pursuant to Article 21. 8.6 Renewable Product Specifications. The Company agrees that all Renewable Products sold to Macquarie hereunder shall conform to the Renewable Fuel Standard or the Low Carbon Fuel Standard and to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties, provided that Renewable Products that do not conform to the Renewable Fuel Standard or the Low Carbon Fuel Standard or such specifications shall be subject to mutual agreement as to a Renewable Product differential to reflect such difference in values, in each case, including as such standards relate to and are applicable to the relevant Environmental Attributes. 8.7 Purchase Price of Renewable Products. The per Barrel purchase price for the Daily Renewable Product Sales and Daily Renewable Product Purchases for each type of Renewable Product Group bought or sold hereunder shall equal the Current Month Pricing Benchmark specified for such Renewable Product Group, subject to the Monthly True-Up Amount calculations provided for on Schedule C-2. 8.8 [Reserved] 8.9 Storage of Renewable Products. Macquarie shall have the exclusive right (to the extent that such exclusive right can be granted, and except to the extent otherwise expressly contemplated in Section 7.10) to inject into, store in and withdraw Renewable Products from the Refinery Renewable Product Storage Tanks and all other Included Renewable Product Tanks as provided under the Storage Facilities Agreement and, if hereafter entered into, any Required Storage and Transportation Arrangements. 8.10 Material Renewable Product Grade Changes. If either the Company or Macquarie concludes in its reasonable judgment that a Renewable Product does not meet either the Renewable Fuel Standard or the Low Carbon Fuel Standard, including as relates to and as applicable to the relevant Environmental Attribute, or that the specifications or the mix of the constituents of a Pricing Group produced, or projected to be produced, differ materially from those that have generally been produced by the Refinery or those that the Company may produce from time to time acting as a prudent refinery operator, then the Company and Macquarie shall endeavor in good faith to mutually agree on (i) acceptable price indices for such Renewable Product, and (ii) a settlement payment from one Party to the other sufficient to compensate the relevant Party for the

 
65 13585990v13 relative costs and benefits to each of the price differences between the prior price indices and the amended price indices. 8.11 Monthly Adjustments. (a) Monthly Renewable Product Sale Adjustment. For each month (or portion thereof) during the term of the Marketing and Sales Agreement and for each Renewable Product Group, Macquarie shall determine whether an amount is due by one Party to the other (for each Renewable Product Group, (a “Monthly Renewable Product Sale Adjustment”) in accordance with the following terms and conditions: (i) For each Renewable Product Group and relevant period, Macquarie shall determine the aggregate quantity of Barrels of such Renewable Product Group sold during such period under Included Sales Transactions, and Macquarie shall provide interim invoice statements (subject to adjustment in the Monthly Renewable Product Sale Adjustment contemplated below) to the Company during each month based on provisional prices (determined using the index price for the day plus the applicable differential agreed in advance for such month) established in good faith by Macquarie for Barrels sold during such period; (ii) If, for any Renewable Product Group and relevant period, (i) the Aggregate Renewable Product Sale Receipt exceeds the Index Renewable Product Sale Value, then the Monthly Renewable Product Sale Adjustment for that Renewable Product Group shall equal such excess and shall be due to the Company and (ii) the Index Renewable Product Sale Value exceeds the Aggregate Renewable Product Sale Receipt, then the Monthly Renewable Product Sale Adjustment for that Renewable Product Group shall equal such excess and shall be due to Macquarie; and (iii) If Macquarie determines that any Monthly Renewable Product Sale Adjustment is due, it shall include its calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Renewable Product Sale Adjustment shall be incorporated as a component of the Monthly True-Up Amount due for such period which, if due to the Company, shall be expressed as a negative number and, if due to Macquarie, shall be expressed as a positive number. (b) Monthly Renewable Product Purchase Adjustment. For each month (or portion thereof) during the term of the Marketing and Sales Agreement and for each Renewable Product Group, Macquarie shall determine whether an amount is due by one Party to the other (for each Renewable Product Group, (a “Monthly Renewable Product Purchase Adjustment”) in accordance with the following terms and conditions: (i) For each Renewable Product Group and relevant period, Macquarie shall determine the aggregate quantity of Barrels of such Renewable Product Group purchased during such period under Included Renewable Product Purchase Transactions, and Macquarie shall provide interim invoice statements (subject to

 
66 13585990v13 adjustment in the Monthly Renewable Product Purchase Adjustment contemplated below) to the Company during each month based on provisional prices (determined using the index price for the day plus the applicable differential agreed in advance for such month) established in good faith by Macquarie for Barrels purchased; (ii) If, for any Renewable Product Group and relevant period, (i) the Aggregate Renewable Product Purchase Proceeds exceeds the Index Renewable Product Purchase Value, then the Monthly Renewable Product Purchase Adjustment for that Renewable Product Group shall equal such excess and shall be due to Macquarie and (ii) the Index Renewable Product Purchase Value exceeds the Aggregate Renewable Product Purchase Proceeds, then the Monthly Renewable Product Purchase Adjustment for that Renewable Product Group shall equal such excess and shall be due to the Company; and (iii) If Macquarie determines that any Monthly Renewable Product Purchase Adjustment is due, it shall include its calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Renewable Product Purchase Adjustment shall be incorporated as a component of the Monthly True-Up Amount due for such period which, if due to the Company, shall be expressed as a negative number and, if due to Macquarie, shall be expressed as a positive number. 8.12 Monthly Renewable Product Sales Fees. For each month, the applicable Renewable Product Sales Fee shall be applied to each Barrel of Renewable Product, if any, sold by Macquarie under any Included Sales Transaction during such month. With respect to each month, the aggregate monthly value of the Renewable Product Sales Fees (the “Aggregate Monthly Renewable Product Sales Fee”) shall be due and payable from the Company to Macquarie as a component of the Monthly True-Up Amount. ANCILLARY COSTS; MONTH-END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE; CERTAIN REGULATORY MATTERS 9.1 Ancillary Costs. (a) The Parties agree that, to the maximum extent reasonably practicable, the Company shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company and for the payee of such item to expect payment of such item solely from the Company. (b) Without limiting the foregoing, the Company agrees to reimburse Macquarie for all Ancillary Costs incurred by Macquarie. Such reimbursement shall occur from time to time upon demand of Macquarie to the Company. When making such demand, Macquarie shall promptly provide the Company with copies of any relevant trade tickets, invoices or other supporting documentation for Ancillary Costs incurred by Macquarie.

 
67 13585990v13 (c) To the extent the Company has not paid or reimbursed Macquarie for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect to any Ancillary Costs previously paid or reimbursed, Macquarie may include in the Monthly True-Up Amount for such month as a separate line item on the applicable Monthly True-Up Amount invoice an amount to compensate the Parties, as appropriate, for such items. (d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified. 9.2 Month-End Inventory. (a) Ending Inventory. (i) By 12:00 p.m. EST on the first Business day of any Delivery Month, the Company, using Best Available Inventory Data, provided that if such inventory data is not available, using the last day for which such data is available, shall report to Macquarie the following: (i) the aggregate volume of Permitted Feedstock held in the Included Permitted Feedstock Storage Tanks at that time (the “Ending In- Tank Permitted Feedstock Inventory”), (ii) the aggregate amount of Permitted Feedstock held in Specified Company Locations at that time (the “Ending Specified Company Locations Permitted Feedstock Inventory”), (iii) for each Renewable Product, the aggregate volume of such Renewable Product held in the Included Renewable Product Locations at that time (each, an “Ending In-Tank Renewable Product Inventory”) and (iv) for each Renewable Product, the aggregate volume of such Renewable Product held in the Specified Company Locations at that time (each, an “Ending Specified Company Locations Renewable Product Inventory”). (ii) As of 11:59:59 p.m., EST, on the last day of each month, the Company shall apply the Volume Determination Procedures to the Included Locations, and based thereon shall determine for such month (i) the aggregate volume of Permitted Feedstock held in the Included Permitted Feedstock Storage Tanks at that time, (ii) the aggregate amount of Permitted Feedstock held in Specified Company Locations at that time, (iii) for each Renewable Product, the aggregate volume of such Renewable Product held in the Included Renewable Product Locations at that time and (iv) for each Renewable Product, the aggregate volume of such Renewable Product held in the Specified Company Locations at that time. The Company shall notify Macquarie of such volumes by no later than 5:00 p.m., EST on the fifth Business Day thereafter, except that with respect to volume information provided by third parties, the Company shall endeavor to cause third parties to provide such information to Macquarie by the fifteenth (15th) day after the end of such month.

 
68 13585990v13 (b) Inspection of Volume Determination Procedures. Macquarie may, or may have Macquarie’s Inspector, at Macquarie’s sole cost and expense, witness all or any aspects of the Refinery Facilities or Included Renewable Products Pipeline as Macquarie shall direct. If, in the reasonable judgment of Macquarie or Macquarie’s Inspector, the Volume Determination Procedures have not been applied correctly, then the Company shall cooperate with Macquarie, or Macquarie’s Inspector, to ensure the correct application of the Volume Determination Procedures, including making such revisions to the Ending In-Tank Permitted Feedstock Inventory, Ending Specified Company Locations Permitted Feedstock Inventory, any Ending In-Tank Renewable Product Inventory and any Ending Specified Company Locations Renewable Product Inventory as may be necessary to correct any such errors. (c) Records Related to Volume Determination. The Company agrees that in addition to reporting to Macquarie the volume determinations made by the Company pursuant to Section 9.2(a), the Company shall provide to Macquarie copies of all volume reports and statements related to Permitted Feedstock or Renewable Products held at any Included Locations or Specified Company Locations or with respect to any Renewable inventories held by the Company at any other locations including any inventory, quantity, or quality inspection reports prepared by a third party. 9.3 [Reserved] 9.4 Disposition Following Force Majeure. (a) Notwithstanding anything to the contrary, if Macquarie decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Permitted Feedstock that, based on the then current Monthly Permitted Feedstock Forecast or Weekly Permitted Feedstock Projection, Macquarie would reasonably have expected to have sold to the Company (any quantity of Permitted Feedstock so disposed of by Macquarie being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Macquarie an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “Disposition Amount”); provided, however, prior to Macquarie making any such disposition and provided that no Event of Default with respect to the Company has occurred and is continuing, the Company shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to sell or transfer such Disposed Quantity on commercially reasonable terms and conditions acceptable to Macquarie. In no event shall the Disposed Quantity exceed aggregate amount of Permitted Feedstock required for the projected refinery operations during and following an event of Force Majeure based on projections mutually agreed to by the Parties. (b) In connection with its selling any Disposed Quantity, Macquarie shall promptly determine the Disposition Amount and issue to the Company an invoice for such amount. The Company shall pay to Macquarie the invoiced amount no later than the second

 
69 13585990v13 Business Day after the date of such invoice. If, in connection with the sale of any Disposed Quantity, the Disposition Amount is a negative number, then Macquarie shall pay the amount of such excess to the Company no later than the second Business Day after the date of such invoice. (c) In connection with any disposition by Macquarie permitted by this Section 9.4, Macquarie shall endeavor, in good faith, to consult with the Company regarding, and keep the Company apprised of Macquarie’s negotiations relating to, such disposition so long as, in Macquarie’s commercially reasonable judgment, doing so does not materially and adversely affect Macquarie’s ability to execute such disposition in an expeditious and reasonably efficient manner. 9.5 Tank and Pipeline Maintenance. (a) Promptly after the Company completes its annual business plan with respect to any year, it shall notify Macquarie of any tank or pipeline maintenance contemplated with respect to such year that would result in any Included Permitted Feedstock Storage Tanks, Included Renewable Product Tanks, Included Renewable Product Pipelines or Included Permitted Feedstock Pipelines being unavailable. (b) The Company shall notify Macquarie orally (followed by prompt written notice) in the case of any Included Permitted Feedstock Storage Tank, Included Renewable Product Tanks or Included Renewable Product Pipeline, as soon as practicable after the Company has actual knowledge of any previously unscheduled downtime. (c) The Company shall provide to Macquarie at least thirty (30) days’ prior written notice of any scheduled maintenance that the Company and/or any of its Affiliates intends to conduct on any of the Included Permitted Feedstock Storage Tanks or the Included Renewable Product Tanks that would result in such storage tank being taken out of service for a period greater than thirty (30) days (“Tank Maintenance”). (d) In connection with any Tank Maintenance, the Parties shall promptly consult and endeavor to agree on adjusted inventory minimum and maximum levels and other appropriate adjustments hereunder that are to apply during the period of such Tank Maintenance, if deemed necessary by the Parties. (e) The Company agrees that it shall use its best efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any Tank Maintenance as promptly as practicable. The Company shall provide Macquarie with an initial estimate of the period of any Tank Maintenance and shall regularly update Macquarie as to the progress of such Tank Maintenance. If, the Company determines that the expected completion date for Tank Maintenance has or is likely to change by thirty (30) days or more, it shall promptly notify Macquarie of such determination. 9.6 Certain Regulatory Matters. (a) If Macquarie shall determine, in its reasonable judgment, that as a result of (i) the adoption or taking effect of any Applicable Law, (ii) any change in Applicable Law

 
70 13585990v13 or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority or (iv) any interpretation of or proposal to implement any of the foregoing (each, a “Regulatory Event”), Macquarie is or would (A) not be permitted to hold or own all or certain types of Permitted Feedstock and/or Renewable Products, (B) be unable to perform in any material respect its obligations under this Agreement and/or the other Transaction Documents or (C) were it to continue to hold or own such Permitted Feedstock and/or Renewable Product or perform such obligations, be or likely to be subject to additional or increased burdens or costs, then it shall notify the Company in writing of such determination and the Parties shall promptly consult in good faith to determine and assess what actions or steps, if any, either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event. If the Parties identify actions or steps that, in Macquarie’s reasonable judgment, can be implemented without resulting in Macquarie incurring any additional costs, expenses hereunder or under the other Transaction Documents while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If the Parties are unable to identify such actions or steps or are unable to implement any actions and steps that have been so identified, then Macquarie may, so long as such Regulatory Event continues, by written notice to the Company, elect to terminate this Agreement in the manner provided for in Article 20 on such date Macquarie shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 20; provided however, that (unless such Regulatory Event has or is expected to become mandatorily effective at an earlier date, in which event termination shall be effective at such earlier date) the date specified in such notice shall occur at least 120 days after the date such notice is delivered to the Company and if practicable on the last day of a month. (b) Without limiting the generality of the foregoing, following the occurrence of a Regulatory Event Macquarie may, in its sole discretion, elect to propose to modify this Agreement, the other Transaction Documents and the transactions subject hereto and thereto so that Macquarie shall not be the owner of any Renewables held at Included Locations and that instead all Renewables held at Included Locations shall constitute Renewables Credit Support and all Included Locations shall constitute Specified Company Locations, and if Macquarie makes such election, then the Company shall (and shall cause its Affiliates (other than Qualified Owners) and third parties to) execute such amendments and modifications to the Transaction Documents, take such other actions and execute and deliver such ancillary documents (including acknowledgments, consents and waivers) as are necessary and appropriate in Macquarie’s judgment to implement such alternative structure; provided however, that (i) the Company shall not be obligated to execute such amendments and modifications and to take such actions unless such alternative structure as implemented preserves, in all material respects, the economic terms in effect prior to the execution of such implementation, including the pricing and minimum inventory levels applicable to those new Specified Company Locations that were previously Included Locations, and (ii) the Company may elect, in response to Macquarie’s proposed election to convert to an all Renewables Credit Support transaction (with no owned Renewables)

 
71 13585990v13 as described above, to terminate this Agreement in accordance with Article 20, such termination to be effective as provided in any written notice delivered by the Company to Macquarie. (c) In the event that either the Company or Macquarie elects, based on the occurrence of a Regulatory Event, to terminate this Agreement as provided in this Section 9.6, then for purposes of such termination the Specified Termination Amount shall be equal to zero. PAYMENT PROVISIONS 10.1 Interim Payments. (a) Macquarie Interim Payments. For each Delivery Day, Macquarie shall calculate a provisional payment (each a “Macquarie Interim Payment”) by applying the applicable Daily Prices to the Daily Permitted Feedstock Purchases and Daily Renewable Product Purchases for that day, using Best Available Inventory Data; provided that if inventory data have not been reported on any day within a two (2) Business Day period, Macquarie shall use the inventory data for the day occurring during the thirty (30) day period preceding such day that results in the smallest Daily Permitted Feedstock Purchases and the smallest Daily Renewable Product Purchases (as the case may be), in any case resulting in an amount equal to the smallest daily amount that would be payable to Macquarie; provided further that, if Macquarie determines (including without limitation after receipt of updated Best Available Inventory Data) that any inventory data it has used in such determination was inaccurate, then Macquarie shall adjust future Macquarie Interim Payments to take account of any corrected inventory data, and Macquarie shall notify the Company of such adjustment when made. (b) Company Interim Payments. (i) Company Interim Permitted Feedstock Payments. (A) Company Interim Procurement Contract Permitted Feedstock Payment. For each day, Macquarie shall calculate a provisional payment (each a “Company Interim Procurement Contract Permitted Feedstock Payment”) by applying the applicable Macquarie Procurement Barrels Price to the Daily Permitted Feedstock Procurement Contract Sales for that day, using the measurement data taken at the applicable Macquarie Delivery Point. If Macquarie determines that any data it has used was inaccurate, then Macquarie shall adjust future Company Interim Procurement Contract Permitted Feedstock Payments to take account of any corrected data, and Macquarie shall notify the Company of such adjustment when made. (B) Company Interim Tank Permitted Feedstock Payment. For each day, Macquarie shall calculate a provisional payment (each a “Company Interim Tank Permitted Feedstock Payment”) by applying the

 
72 13585990v13 applicable Daily Prices to the Daily Permitted Feedstock Tanks Sales for that day, using Best Available Inventory Data; provided that if inventory data have not been reported on any day within a two (2) Business Day period, Macquarie shall use the inventory data for the day occurring during the thirty (30) day period preceding such day that results in the largest Daily Permitted Feedstock Tanks Sales, in any case resulting in an amount equal to the highest daily amount that would be payable to Macquarie; provided further that, if Macquarie determines (including without limitation after receipt of updated Best Available Inventory Data) that any inventory data it has used in such determination was inaccurate, then Macquarie shall adjust future Company Interim Tank Permitted Feedstock Payments to take account of any corrected inventory data, and Macquarie shall notify the Company of such adjustment when made. (ii) Company Interim Renewable Product Payments. For each day, Macquarie shall calculate a provisional payment (each a “Company Interim Renewable Product Payment”) by applying the applicable Daily Prices to the Daily Renewable Product Sales for that day, using Best Available Inventory Data; provided that if inventory data have not been reported on any day within a two (2) Business Day period, Macquarie shall use the inventory data for the day occurring during the thirty (30) day period preceding such day that results in the largest Daily Renewable Product Sales, in any case resulting in an amount equal to the highest daily amount that would be payable to Macquarie; provided further that, if Macquarie determines that any inventory data it has used in such determination was materially inaccurate, then Macquarie shall adjust future Company Interim Renewable Product Payments to take account of any corrected inventory data, and Macquarie shall notify the Company of such adjustment when made. (c) The Company shall, at the end of each day, provide to Macquarie inventory reports in the form set forth on Schedule H, showing the quantity of (i) Permitted Feedstock held in the Included Permitted Feedstock Locations, (ii) Permitted Feedstock that is Company Permitted Feedstock Inventory, (iii) Renewable Products held in the Included Renewable Product Locations and (iv) Renewable Products that are Company Renewable Product Inventory. (d) Invoices for Interim Payments. For any Business Day, the Interim Payments and the Party responsible for such Interim Payments shall be determined by Macquarie for all Delivery Dates since the prior Business Day and Macquarie shall advise the Company of the amount of Interim Payments via invoice. Each invoice will contain a breakdown of the applicable Renewable Product Groups. (e) Payment Due Dates of Interim Payments. Subject to Section 10.1(i), the Interim Payment shall be made by the responsible Party on the Business Day that follows the day Macquarie issues the applicable invoice.

 
73 13585990v13 (f) Deferred Payment. Company shall be allowed to defer payment of the Company Interim Tank Permitted Feedstock Payments up to the Available Deferred Payment Amount subject to the following: (i) Any Company Interim Tank Permitted Feedstock Payments deferred by Company shall be due on the twentieth (20th) day of the Delivery Month (or such other day as agreed to in writing between Macquarie and the Company from time to time) following the day Macquarie delivers to the Company the applicable invoice. (ii) In the event that on any given Business Day there is a Company Deferred Deficit, Company shall pay to Macquarie the Company Deferred Deficit on the next succeeding Business Day following the date that the Company receives from Macquarie written notice of such Company Deferred Deficit. (iii) In the event of a termination of the Agreement or a continuing Event of Default, (A) Company shall no longer be permitted to defer any further Company Interim Tank Permitted Feedstock Payments and (B) any Company Interim Tank Permitted Feedstock Payments deferred under this Section 10.1(f) shall immediately become due and payable and be paid to Macquarie on the next succeeding Business Day following the date that Macquarie notifies the Company of the amount due on account of the foregoing. (g) In the event that Company is purchasing more Renewable Products or Permitted Feedstock than was projected under the applicable Target Month-End Renewable Product Volume or Target Month-End Permitted Feedstock Volume, Macquarie shall have the right to request that Company make a true-up payment within two (2) Business Days of delivering to the Company written notice of such payment being due. (h) Daily Environmental Attributes Pricing Adjustment. For each day during the Term, Macquarie shall calculate the Daily Environmental Attribute Pricing Adjustment for that day as more particularly described in Schedule C-3. Macquarie will provide to the Company a calculation and appropriate documentation to support the calculation of the Daily Environmental Attribute Pricing Adjustment for each such day. The Daily Environmental Attribute Pricing Adjustment is a component of the Interim Payments and will be invoiced by Macquarie and paid by the applicable Party in accordance with this Section 10.1. 10.2 Monthly True-Up Amount. (a) Macquarie shall use commercially reasonable efforts to provide to the Company, within five (5) Business Days following receipt of the Ending In-Tank Permitted Feedstock Inventory and the Ending In-Tank Renewable Product Inventory pursuant to Section 9.2, a calculation and appropriate documentation to support the calculations for such month contemplated in the Transaction Documents for the Monthly True-Up Amount as set forth in Schedule C-2.

 
74 13585990v13 (b) If the Monthly True-Up Amount is a negative number, then the absolute value of such number shall be the amount due from Macquarie to the Company, and if the Monthly True-Up Amount is a positive number, such amount shall be due from the Company to Macquarie. The Company shall pay any undisputed portion of the Monthly True-Up Amount due to Macquarie no later than the two (2) Business Days after the Company’s receipt of the monthly invoice and all related documentation supporting the invoiced amount. Macquarie shall pay any undisputed portion of the Monthly True-Up Amount due to the Company no later than two (2) Business Days after making its definitive determination of such amount. 10.3 Maximum Inventory Levels. Notwithstanding any transfer of title to Macquarie to any Permitted Feedstock or Renewable Products or the quantity of any Eligible Renewables Inventory in a Specified Company Location, Macquarie shall not be obligated at any time to pay for any quantity of Permitted Feedstock or Renewable Product under Section 10.1 or 10.2 or otherwise hereunder to the extent such payment would relate to an aggregate quantity of Permitted Feedstock or such Renewable Products in the Included Locations and Specified Company Locations in excess of the then applicable maximum inventory level as set forth on Schedule D or as may have been temporarily adjusted under Section 7.9. In the event that Permitted Feedstock or Renewable Products or the quantity of any Eligible Renewables Inventory in a Specified Company Location exceeds the maximum inventory level as set forth on Schedule D, Macquarie will hold title to all Barrels of Permitted Feedstock and Renewable Products located in Included Permitted Feedstock Storage Tanks and the Included Renewable Product Tanks at the time without making payment for the same, and the Company will dispose of such Barrels of Permitted Feedstock and Renewable Products as soon as reasonably possible. 10.4 Invoices. (a) Invoices shall be provided to the Company by Macquarie not later than 6:00 pm EST on a Business Day (and if delivered thereafter shall be deemed delivered on the next succeeding Business Day) (b) If the Company in good faith disputes the amount of any invoice issued by Macquarie relating to any amount payable hereunder (including Interim Payments, Monthly True-Up Amounts or Ancillary Costs), the Company shall pay Macquarie the undisputed amount of such invoice by the due date and inform Macquarie in writing of the portion of the invoice with which it disagrees and why; the Company may retain such disputed amount pending resolution of such dispute. The Parties shall cooperate in resolving the dispute expeditiously. If the Parties agree that the Company does owe some or all of the disputed amount or as may be determined by a court pursuant to Article 25, the Company shall pay such amount to Macquarie, together with interest at the Fed Funds Rate from the date such amount was originally due, within two (2) Business Days from, as appropriate, the date of their agreement or the date of the final, non-appealable decision of such court. Following resolution of any such disputed amount, Macquarie shall issue a corrected invoice and any residual payment that would be required thereby shall be made by the appropriate Party within two (2) Business Days.

 
75 13585990v13 10.5 Other Feedstocks. If Macquarie procures non-Permitted Feedstock feedstocks for the Company to run at the Refinery, the Parties shall agree in connection with such procurement upon terms for incorporating the purchase of such feedstocks into the daily and monthly settlements contemplated by Section 10.1 and 10.2 above. 10.6 Interest. Interest shall accrue on late payments under this Agreement at the Default Interest Rate from the date that payment is due until the date that payment is actually received by Macquarie. 10.7 Payment in Full in Same Day Funds. All payments to be made under this Agreement shall be made by wire transfer of same day funds in U.S. dollars to such bank account at such bank as the payee shall designate in writing to the payor from time to time. ELIGIBLE RENEWABLES INVENTORY 11.1 Eligible Renewables Inventory Reporting. (a) By no later than 4:00 p.m. EST on each Business Day, the Company shall provide to Macquarie, via email, a report in form and substance reasonably satisfactory to Macquarie as illustrated in Schedule H (the “Inventory Report”) showing the inventory quantities that then constitute Eligible Renewables Inventory, including the quantity and location of each type of inventory. (b) Macquarie may also exclude from such report any Renewables that Macquarie, in its reasonable judgment, determines in good faith do not constitute Eligible Renewables Inventory. (c) By delivering an Inventory Report, the Company shall be deemed to represent and warrant to Macquarie (to the same extent as if set forth in this Agreement) that all Renewables identified as Eligible Renewables Inventory in such report meet all the requirements of Eligible Renewables Inventory set forth in this Agreement. INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT 12.1 Macquarie shall be entitled to have Macquarie’s Inspector, at Macquarie’s sole cost and expense, present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures. The foregoing notwithstanding, the reasonable out of pocket costs, of the initial surveying by an independent inspector of the Company’s facilities, shall be paid by the Company. 12.2 In addition to its rights under Section 12.1, Macquarie may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company, have Macquarie’s Inspector conduct surveys and inspections of any of the Included Tanks or observe any Permitted Feedstock or Renewable Product transmission, handling, metering or other activities being conducted at such Included Tanks or the Delivery Points; provided that (a) such surveys, inspections and observations shall not materially interfere with the ordinary course of business

 
76 13585990v13 being conducted at such Included Tanks or the Refinery, and (b) while no limit exists on the number of times that Macquarie may conduct surveys and inspections hereunder, Macquarie anticipates that such inspections or surveys will likely be only once each month during first six month period of the Term of this Agreement, and once during each calendar quarterly period thereafter. Notwithstanding the foregoing, (i) Macquarie reserves the right to conduct inspections once each calendar month, and (ii) the Company shall only cover the reasonable costs of one inspection every six month s, unless Macquarie, by written notice to the Company, notes deficiencies in the Company’s application of customary industry practices that have caused a need for additional inspections to be conducted at the cost of the Company. Furthermore, the Company shall promptly provide Macquarie with a copy of any inspection report that the Company provides to its auditors. 12.3 In the event that recalibration of meters, gauges or other measurement equipment is requested by Macquarie such as “strapping,” the Parties shall select a mutually agreeable certified and licensed independent petroleum inspection company (the “Independent Inspection Company”) to conduct such recalibration. The cost of the Independent Inspection Company is to be shared equally by the Company and Macquarie. 12.4 Standards of Measurement. All quantity determinations herein shall be corrected to sixty (60) degrees Fahrenheit based on a U.S. gallon of two hundred thirty one (231) cubic inches and forty two (42) gallons to the Barrel, in accordance with the latest supplement or amendment to ASTM-IP petroleum measurement tables (Table 6A of ASTM-IP for Permitted Feedstock and Table 6B of ASTM-IP for Renewable Products). FINANCIAL INFORMATION; CREDIT SUPPORT 13.1 Provision of Financial Information. The Company shall provide Macquarie (a) within one hundred twenty (120) days following the end of each of its fiscal years, (i) a copy of the Parent’s annual report, containing audited consolidated financial statements of the Parent and its consolidated subsidiaries for such fiscal year certified by independent certified public accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) and (ii) the balance sheet, statement of income and statement of cash flow of the Parent for such fiscal year, as reviewed by the Parent’s independent certified public accountants, (b) within sixty (60) days after the end of its first three fiscal quarters of each fiscal year, a copy of the Parent’s quarterly report, containing unaudited consolidated financial statements of the Parent and its consolidated subsidiaries for such fiscal quarter, and (c) within forty-five (45) days after the end of each calendar month, a copy of the Parent’s monthly report, containing unaudited consolidated and consolidating financial statements of the Parent and its consolidated subsidiaries for such month, compared to the prior period and prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end adjustments), including a balance sheet as of the end of such month, an income statement for such month and a statement of cash flow for such month; provided that so long as the Parent or the Company is required to make public filings of its monthly, quarterly and/or annual financial results pursuant to the Exchange Act, such filings are available on the SEC’s EDGAR database and such filings are made in a timely manner, then the Company shall not be required to provide such annual or quarterly reports to Macquarie.

 
77 13585990v13 13.2 Additional Information. (a) Upon reasonable notice, the Company shall provide to Macquarie such additional information as Macquarie may reasonably request to enable it to ascertain the current financial condition of the Company, including Renewable Product reports in the form of Schedule S and daily Environmental Attributes reports in the form of Schedule BB. (b) From time to time, upon reasonable request by Macquarie, the Company shall obtain and provide to Macquarie additional information regarding third party arrangements, if any, but only to the extent the Company may contractually disclose such arrangements to Macquarie. (c) Any information from time to time delivered by the Company or its Affiliates to lenders, agents, noteholders, trustees or other creditors under outstanding Financing Agreements shall be concurrently delivered to Macquarie; provided that so long as the Parent, the Company or one or more parent entities of Parent or the Company is required to and does make public filings of such information pursuant to the Exchange Act, such filings are available on the SEC’s EDGAR database and such filings are made in a timely manner, then the Company shall not be required to provide such information to Macquarie. 13.3 Notification of Certain Events. The Company shall notify Macquarie (i) of the matters set forth in Section 14.2 (as and to the extent set forth therein), and (ii) within four (4) Business Days after learning of any of the following events: (a) The Parent’s, the Company’s or any of the Parent’s Subsidiaries binding written agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, all or a material portion of the Refinery assets, including pursuant to the Stonebriar Sale and Leaseback Agreements; provided that so long as the Parent, the Company, or one or more parent entities of Parent or the Company is required to make public filings of such information pursuant to the Exchange Act, such information is available on the SEC’s EDGAR database and the filing of such information is made in a timely manner, then the Company shall not be required to provide such information to Macquarie; (b) The Company’s or Parent’s binding agreement to consolidate or amalgamate with, merge with or into, or transfer all or substantially all of its assets to, another entity (including an Affiliate (other than a Qualifying Owner)); (c) An early termination of or any notice of or the occurrence of any “event of default” under any Base Agreement, if any; (d) An early termination of or any notice of or the occurrence of an “event of default” under any Financing Agreement; (e) Any Master Agreement Termination Event;

 
78 13585990v13 (f) Any default or event of default or such similar occurrence under any Macquarie Permitted Feedstock Procurement Contract; (g) An amendment to any Financing Agreement; provided that (i) the Company shall notify Macquarie at least ten (10) Business Days prior to entering into any new Financing Agreement, and (ii) the Company shall not be required to provide notice of any event described in this Section 13.3 (g) if and to the extent that notice of such event is filed or furnished by the Parent, the Company, or one or more parent entities of Parent or the Company pursuant to the Exchange Act and the filing containing such notice is are available on the SEC’s EDGAR database; and (h) The execution of any agreement or other instrument or the announcement of any transaction or proposed transaction that contemplates or results in a Change of Control. 13.4 Credit Support. (a) Lien Documents. As further security for the prompt and complete payment of all amounts due or that may become due hereunder, the Company shall grant the Liens contemplated by, comply with the terms of and maintain in full force and effect the Lien Documents and assist Macquarie in maintaining any UCC financing statements or other filings necessary to preserve Macquarie’s Liens pursuant to the Lien Documents. (b) Independent Amount. As security for the prompt and complete payment and performance of the Transaction Obligations, the Company hereby pledges, assigns, conveys and transfers to Macquarie as margin, and hereby grants to Macquarie a present and continuing security interest in and to, and a general first lien upon and right of set off against, the amount of U.S. dollars constituting the Independent Amount and all interest and other proceeds from time to time received, receivable or otherwise distributed in respect thereof, or in exchange therefor; provided that (i) the Company shall effect such pledge, assignment, conveyance and transfer of the Independent Amount as and when required under Section 4.3 hereof and (ii) once the Independent Amount (which Independent Amount may increase or decrease from time to time in accordance with the terms of the Fees and Adjustments Letter) has been so pledged, assigned, conveyed and transferred, the Company agrees that for the duration of the Term, it shall maintain such pledge, assignment, conveyance and transfer accordingly and take such action as Macquarie reasonably requests, including providing Macquarie with possession of an amount of immediately available funds equal to the Independent Amount, as applicable, in order to perfect Macquarie’s continuing security interest in, and lien on (and right of setoff against), such amount. Notwithstanding the provisions of Applicable Law, if no Event of Default has occurred and is continuing with respect to Macquarie, then, subject to the terms of the Fees and Adjustments Letter including any obligation of Macquarie to return certain portions of the Independent Amount to the Company from time to time, Macquarie shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business all or any portion of the Independent Amount, free from any claim or right of any nature whatsoever of the Company, including any equity or right of redemption by the Company. Nothing in this Section 13.4(b) shall limit any rights of Macquarie under

 
79 13585990v13 any other provision of this Agreement or any other Transaction Documents, including without limitation, under Section 13.4(a) or Article 19 below. For the avoidance of doubt, the Company acknowledges and agrees that the Independent Amount constitutes credit support for the Transaction Obligations, including as provided in the Master Agreement. Macquarie shall exercise reasonable care to assure the safe custody of the Independent Amount to the extent required by Applicable Law. (c) As further security for the prompt and complete payment of all amounts due or that may become due hereunder, the Company shall grant the Liens contemplated by, comply with the terms of and maintain in full force and effect the Lien Documents and assist Macquarie in maintaining any UCC financing statements or other filings necessary to preserve Macquarie’s Liens pursuant to the Lien Documents. REFINERY TURNAROUND, MAINTENANCE AND CLOSURE 14.1 The Company shall be responsible for all operations and maintenance of Included Locations which are, directly or indirectly, owned by the Company (whether performing such operations and maintenance itself or contracting with a third-party to perform such obligations). The Company shall promptly notify Macquarie in writing of the date for which any inspection, maintenance, restart or turnaround at the Included Locations, the Refinery or the Refinery Facilities has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Permitted Feedstock at the Refinery, the Included Tanks, the processing of Permitted Feedstock in the Refinery or the delivery of Renewable Products to Macquarie or by Macquarie to the Company or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Macquarie of any such inspection, maintenance, restart or turnaround contemplated with respect to such year and (ii) the Company shall give Macquarie at least two (2) months’ prior written notice of the commencement of any such scheduled inspection, maintenance, restart or turnaround. 14.2 The Company shall promptly notify Macquarie orally (followed by prompt written notice) of (i) any discharge into the environment of any Renewables, in a manner contrary to Applicable Law, which discharge would reasonably be expected to result in a Material Adverse Change, and (ii) the suspension, for a period in excess of twenty-four (24) hours, of more than 50% of the applicable daily forecasted production of all Renewable Products (taken as a whole) at the Refinery. 14.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Permitted Feedstock being charged to, processed at or consumed in the Refinery at that time. 14.4 (a) Subject to Section 14.4(b) below, if at any time Macquarie determines that all or any portion of the facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Macquarie’s then applicable policies and procedures

 
80 13585990v13 (such policies and procedures to be in reasonable accordance with and not to exceed industry, regulatory and customary practices) relating to the prudent maintenance and operation of storage tanks, pipeline facilities, vessels and other infrastructure used to store or transport Permitted Feedstock and/or Renewable Products (“Macquarie’s Policies and Procedures”), and without limiting any other rights and remedies available to Macquarie hereunder or under any other Transaction Document, Macquarie may provide the Company notice of such failure so long as such failure is continuing and, if Macquarie provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facility Agreement, upon such date as Macquarie shall specify, but not less than two hundred seventy (270) days after the date such notice is delivered to the Company (so as to allow to the Company time to remedy the non-compliance or other failure or to find substitute financial arrangements), such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Macquarie in respect of any Permitted Feedstock or Renewable Products held in such Identified Facilities shall, unless such failure has been cured to the reasonable satisfaction of Macquarie, become due in accordance with the provisions of Article 10 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor, within not more than two hundred seventy (270) days after the date such notice is delivered to the Company (so as to allow to the Company time to remedy the non-compliance or other failure or to find substitute financial arrangements), to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Macquarie deems necessary or appropriate to terminate Macquarie’s status as the party entitled to use and/or hold Permitted Feedstock or Renewable Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Macquarie in respect of any Permitted Feedstock or Renewable Products held in such Identified Facilities shall become due in accordance with the provisions of Article 10 hereof. (b) Macquarie’s rights under Section 14.4(a) above are subject to the following additional terms and conditions: (i) Macquarie shall apply Macquarie’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Macquarie in a similar manner; (ii) If the failure of any Identified Facilities to satisfy Macquarie’s Policies and Procedures is a result of Macquarie’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Macquarie shall not require the removal of

 
81 13585990v13 such Identified Facilities as Included Locations until the 270th day after giving the Company written notice of such failure, (2) during such 270 day period, Macquarie shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Macquarie’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Macquarie’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Macquarie’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 270 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Macquarie’s notice to the Company; (iii) If within the 270 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Macquarie’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 270 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Macquarie shall extend such 270 day period up for up to an additional ninety (90) days (or such longer period as the Parties may mutually agree) to allow for such implementation to be completed and if such implementation is completed within such additional 90 day period (or such longer period as the Parties may mutually agree), then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Macquarie’s notice to the Company; and (iv) If any Identified Facilities cease to be Included Locations pursuant to Section 14.4(a) above and thereafter Macquarie determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Macquarie’s Policies and Procedures, then Macquarie shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder. TAXES 15.1 (a) The Company shall pay and indemnify and hold Macquarie harmless against, the amount of all sales, use, value added, transfer, stamp, property, duties, ad valorem, or other similar taxes, (but excluding all taxes imposed on or measured by net income or profits, all franchise taxes, all branch profits taxes, and all U.S. federal withholding taxes, including U.S. federal withholding tax imposed pursuant to FATCA), howsoever designated regardless of the taxing authority, and all penalties and interest thereon, paid, owing, asserted against, or incurred by Macquarie directly or indirectly with respect to the Permitted Feedstock procured and sold to Company hereunder, and the Renewable Products purchased and resold to Company hereunder, , except to the extent any such taxes, penalties, or interest are due to the gross negligence or willful

 
82 13585990v13 misconduct of Macquarie or breach of the terms hereof by Macquarie (each indemnifiable tax is a “Tax” and collectively are “Taxes”). The Company shall pay when due such Taxes unless there is an applicable exemption from such Taxes, in which case the Company shall provide written confirmation of such Tax exemption or an exemption certificate to Macquarie. To the extent Macquarie is required by law to collect such Taxes from the Company, one hundred percent (100%) of such Taxes shall be added to invoices as separately stated charges and paid in full by the Company in accordance with this Agreement, unless the Company is exempt from such Taxes and furnishes Macquarie with a certificate of exemption, and Macquarie shall timely pay the full amount of such Taxes to the applicable taxing authority in accordance with applicable law. Any refund or credit with respect to any Taxes paid or indemnified by the Company hereunder shall belong to the Company, and Macquarie shall promptly remit any such amounts that it receives to the Company. For the avoidance of doubt, Macquarie shall be responsible for all taxes imposed on or measured by Macquarie’s net or gross (or any derivative thereof) income, and the Company shall be responsible for all taxes imposed on or measured by the Company’s net or gross (or any derivative thereof) income. (b) In addition to paragraph (a), the Company shall complete and file all necessary property tax returns on Macquarie’s behalf with respect to Permitted Feedstock and Renewable Products that are the subject of this Agreement, regardless of whether property tax laws place the obligation to do so upon Macquarie or the Company, disclose Macquarie’s ownership interest therein, and pay such amounts as due. Provided that the Company pays (or indemnifies Macquarie for) all such property Taxes, the Company shall have the first right to claim income tax credits or deductions for such property Taxes paid and shall be solely responsible for the extent to which such credits or deductions are available to or realized by the Company. 15.2 If the Company disagrees with Macquarie’s determination that any Tax is due with respect to transactions under this Agreement, the Company shall have the right to seek an administrative determination from the applicable taxing authority, or, alternatively, the Company shall have the right to contest any asserted claim for such Taxes, subject to its agreeing to indemnify Macquarie for the entire amount of such contested Tax should such Tax be deemed applicable. Macquarie agrees to reasonably cooperate with the Company, in the event the Company determines to contest any such Taxes. Company shall be responsible for all reasonable out of pocket costs and expenses incurred by Company or Macquarie in the event Company decides to seek an administrative determination from the applicable taxing authority or to contest any such Taxes. 15.3 (a)The Company and Macquarie shall promptly inform each other in writing of any assertion by a taxing authority of additional liability for Taxes in respect of the transactions under this Agreement. Any legal proceedings or any other action against Macquarie with respect to such asserted liability shall be under Macquarie’s direction but the Company shall be kept reasonably informed and consulted by Macquarie, provided that so long as the Company has sufficient available liquidity (as reasonably determined by Macquarie), then the Company shall have the option to assume the control and direction of any such legal proceedings or actions. Any legal proceedings or any other action against the Company with respect to such asserted liability for Taxes shall be under the Company’s direction but Macquarie shall be consulted. In any event, the Company and Macquarie shall reasonably cooperate with each other in connection with any

 
83 13585990v13 asserted liability for Taxes by a taxing authority. Each Party shall bear all the reasonable out of pocket costs of any action undertaken by the other pursuant to this Section 15.3(a) at the Party’s request. (b) In addition to Section 15.3(a) and other information sharing requirements applicable to Macquarie and the Company, Macquarie and the Company shall annually and from time to time as is otherwise reasonable exchange and share information with each other as necessary to properly report, defend, challenge, and pay Taxes (including but not limited to sales taxes and file tax returns (including without limitation any returns referred to in Section 15.1(b)), including information that supports and demonstrates total sales, sales that are exempt from Tax, and sales that are subject to Tax at a reduced rate. 15.4 On or prior to the date of this Agreement (and from time to time thereafter upon the reasonable request of the Company), Macquarie shall deliver to the Company an executed original of IRS Form W-9 certifying that Macquarie is exempt from U.S. federal backup withholding tax, and if such form expires or becomes obsolete in any respect, Macquarie shall provide an updated form certifying that it is exempt from U.S. federal backup withholding tax. 15.5 Any other provision of this Agreement to the contrary notwithstanding, this Article 15 shall survive until ninety (90) days after the expiration of the statute of limitations for the assessment, collection, and levy of any Tax. INSURANCE 16.1 Insurance Coverages. The Company shall procure and maintain in full force and effect throughout the Term of this Agreement insurance coverages of the following types and amounts and with insurance companies rated not less than A- by A.M. Best Company, or otherwise equivalent in respect of the Company’s properties and operations consistent with, but not exceeding, the insurance coverage that the Company maintains as of the date of this Agreement. (a) Property damage including business interruption coverage on an “all risk” basis, including but not limited to flood, earthquake, windstorm, and tsunami, covering damage to the Refinery Facilities and the Storage Facilities on a repair or replacement cost basis in an amount sufficient to repair major components of such facilities. Business interruption and extra expense coverage shall include at least 18 months indemnity period and shall be in an amount equal to the projected net income plus costs that would necessarily continue from such facilities based upon the Company’s reasonable estimate thereof. (b) Inventory coverage on an “all risk” basis, including but not limited to flood, earthquake, windstorm, and tsunami, covering the loss, damage, destruction and/or theft of Permitted Feedstock and the Refinery’s Renewable Products in an amount equal to the market value or potential full replacement cost. Such coverage may be incorporated into the property insurance required in Section 16.1(a). (c) Commercial general liability coverage which includes bodily injury, broad form property damage and contractual liability, cross suit liability, Renewable Products

 
84 13585990v13 and completed operations liability, and sudden and accidental pollution liability, in a minimum amount of $1,000,000 per occurrence and $4,000,000 in the aggregate. (d) (i) Workers compensation in the amount required by Applicable Law, and (ii) employer’s liability with a minimum amount of $1,000,000 per accident, $1,000,000 per disease, and $1,000,000 aggregate. (e) Commercial automobile liability insurance in a minimum amount of $1,000,000 per accident, or as required by Applicable Law. (f) Umbrella/excess liability coverage providing coverage with respect to the coverage required under Sections 16.1(c), Section 16.1(d)(ii) and Section 16.1(e) in a minimum amount of $175,000,000 per occurrence and in the aggregate; provided that, if at any time after the Effective Date, Macquarie determines after review of such liability coverage that the minimum amount of such liability coverage should be increased, in its reasonable commercial judgment, then, in such case, if, for any period of time that the Company does not increase such liability coverage to such increased minimum amount, after receiving written request of Macquarie to do so by a date certain as set forth in such request, and Macquarie obtains such increased portion of such liability coverage under its own applicable insurance policies resulting in an increase in Macquarie’s insurance premiums thereunder for having obtained such increase in liability coverage, then the Company shall reimburse Macquarie for such increase in premiums promptly upon written request of Macquarie, and, in any event, within five (5) Business Days of such request. No action by Macquarie to obtain such additional liability coverage shall be deemed (i) a waiver of the Company’s obligation to obtain any such additional liability coverage or (ii) an agreement or obligation of Macquarie to obtain such additional liability coverage. For the avoidance of doubt, such reimbursement obligations shall constitute Transaction Obligations hereunder until paid by the Company. (g) Stock throughput coverage providing coverage with respect to Permitted Feedstock and Renewable Product in a minimum aggregate amount of $100,000,000. 16.2 Additional Insurance Requirements. (a) The foregoing policies in Section 16.1 and the policies described in Section 16.2(e), in each case, shall include or provide that the underwriters waive all rights of subrogation against Macquarie and the insurance is primary without contribution from Macquarie’s insurance. The foregoing policies in Section 16.1 and the policies described in Section 16.2(e) shall, in each case, include (i) Macquarie as additional insured (other than for insurance under Schedule 16.1(g)) and (ii) Macquarie as loss payee under Sections 16.1(b) and (g) and 16.2(e) only. (b) The Company shall cause its insurance carriers or its authorized insurance broker to furnish Macquarie with insurance certificates, in Acord form or equivalent, and copies of the applicable insurance policies evidencing the existence of the coverages and the endorsements required above and in Section 16.2(e) below; provided that, notwithstanding the foregoing, the Company shall provide an insurance certificate, in

 
85 13585990v13 Acord form, with respect to the insurance coverage under Section 16.1(g) within five days of the Effective Date. The Company shall provide thirty (30) days’ written notice prior to cancellation or material modification of insurance becoming effective. The Company also shall provide renewal certificates and updated copies of each applicable insurance policy prior to expiration of any such policy. (c) The Company shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums. (d) The Company shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Section 16.1. (e) The Company shall obtain and maintain, at the Company’s sole cost and expense, inventory coverage on an “all risk” basis, including but not limited to flood, earthquake, windstorm, and tsunami, covering the loss, damage, destruction and/or theft of the Permitted Feedstock and Renewable Products owned by Macquarie and stored by and in the custody of the Company, in an amount equal to the market value or potential full replacement cost, and otherwise on terms substantially consistent with those currently applicable to such Company insurance coverage. (f) Within five days after the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2022, the Company shall provide a written statement to Macquarie, in form and substance reasonably satisfactory to Macquarie, confirming that the applicable foregoing insurance policies are in full force and effect and that such policies are in compliance with the requirements of this Agreement, including this Article 16 hereof, detailing any changes made to such insurance policies since the last written statement was delivered, and providing a representation that the Company is in compliance with all of the insurance requirements under and with respect to this Agreement and the other Transaction Documents. 16.3 No Reduction or Release. The mere purchase and existence of insurance does not reduce or release either Party from any liability incurred or assumed under this Agreement. FORCE MAJEURE 17.1 If a Party is rendered unable by an event of Force Majeure to perform in whole or in part any obligation or condition of this Agreement (the “Affected Party”), it shall not be liable to the other Party to perform such obligation or condition (except for payment and indemnification obligations) for so long as the event of Force Majeure exists and to the extent that performance is hindered by such event of Force Majeure; provided, however, that the Affected Party shall use any commercially reasonable efforts to avoid or remove the event of Force Majeure. During the period that performance by the Affected Party of a part or whole of its obligations has been suspended by reason of an event of Force Majeure, the other Party (the “Non-Affected Party”) likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, except for any payment and indemnification obligations. The Parties acknowledge that if, as a result of a Force Majeure, the Company were to suspend its receipt and/or

 
86 13585990v13 processing of Permitted Feedstock, then Macquarie would be entitled to suspend, to a comparable extent, its purchasing of Renewable Products. 17.2 The Affected Party shall give prompt oral notice to the Non-Affected Party of its declaration of an event of Force Majeure, to be followed by written notice within twenty-four (24) hours after receiving such oral notice of the occurrence of a Force Majeure event, including, to the extent feasible, the details and the expected duration of the Force Majeure event and the volume of Permitted Feedstock or Renewable Products affected. The Affected Party also shall promptly notify the Non-Affected Party when the event of Force Majeure is terminated. However, the failure or inability of the Affected Party to provide such notice within the time periods specified above shall not preclude it from declaring an event of Force Majeure. 17.3 In the event the Affected Party’s performance is suspended due to an event of Force Majeure in excess of thirty (30) consecutive days after the date that notice of such event is given, and so long as such event is continuing, the Non-Affected Party, in its sole discretion, may terminate or curtail its obligations under this Agreement affected by such event of Force Majeure (the “Affected Obligations”) by giving notice of such termination or curtailment to the Affected Party, and neither Party shall have any further liability to the other in respect of such Affected Obligations to the extent terminated or curtailed, except for the rights and remedies previously accrued under this Agreement, any payment and indemnification obligations by either Party under this Agreement and the obligations set forth in Article 20. Without limiting any rights of any Non- Affected Party under this Article 17, the parties agree that following notice of an event of Force Majeure, they shall consult in good faith to assess potential actions or steps with respect thereto. 17.4 If any Affected Obligation is not terminated pursuant to this Article 17 or any other provision of this Agreement, performance shall resume to the extent made possible by the end or amelioration of the event of Force Majeure in accordance with the terms of this Agreement; provided, however, that the term of this Agreement shall not be extended. 17.5 The Parties acknowledge and agree that the right of Macquarie to declare a Force Majeure based upon any failure by a Third Party Supplier to deliver Permitted Feedstock under a Macquarie Permitted Feedstock Procurement Contract is solely for purposes of determining the respective rights and obligations as between Macquarie and the Company with respect to any Permitted Feedstock delivery affected thereby, and any such declaration shall not excuse the default of such Third Party Supplier under one or more Macquarie Permitted Feedstock Procurement Contracts. Any claims that Macquarie may have as a result of such Third Party Supplier’s failure shall be subject to Section 5.10 and any other applicable provisions of this Agreement relating to claims against third parties. 17.6 If at any time during the Term any of the Required Storage and Transportation Arrangements cease to be in effect (in whole or in part) or any of the applicable Included Renewable Product Pipelines or Included Renewable Product Tanks cease, in whole or in part, to be available to Macquarie pursuant to the Required Storage and Transportation Arrangements, and the foregoing is a result of or attributable to any owner or operator of such Included Renewable Product Pipelines or Included Renewable Product Tanks becoming Bankrupt or breaching or defaulting in any of its obligations relating to the Required Storage and Transportation Arrangements, then:

 
87 13585990v13 (a) The Company shall promptly use commercially reasonable efforts to establish for Macquarie’s benefit alternative and/or replacement storage and transportation arrangements no less favorable to Macquarie (in Macquarie’s reasonable judgment) than those that have ceased to be available; (b) Until such alternative and/or replacement arrangements complying with clause (a) above have been established, each Party shall be deemed to have been affected by an event of Force Majeure and its obligations under this Agreement shall be curtailed to the extent such performance is hindered by such lack of effectiveness of any Required Storage and Transportation Arrangements or the availability of any pipeline or storage facility related thereto; and (c) Without limiting the generality of the foregoing, in no event shall Macquarie have any obligation under or in connection with this Agreement to store Permitted Feedstock or Renewable Product in any pipeline or store Permitted Feedstock or Renewable Product in any storage facility at any time from and after the owner or operator thereof becomes Bankrupt. If any such storage facility is an Included Location then Macquarie may, in its discretion, elect upon written notice to the Company that such storage facility shall cease to be an Included Location as of a date specified in such written notice in which case any Permitted Feedstock or Renewable Product held by Macquarie therein shall be purchased by the Company in accordance with the applicable provisions of Sections 10.1 and 10.2 hereof. REPRESENTATIONS, WARRANTIES AND COVENANTS 18.1 Mutual Representations. Each Party represents and warrants to the other Party as of the Effective Date and each sale of Permitted Feedstock hereunder, that: (a) It is an “Eligible Contract Participant,” as defined in Section 1a(18) of the Commodity Exchange Act, as amended. (b) It is a “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Permitted Feedstock or Renewable Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and in good standing under such laws. (d) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents to which it is a party and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of the Transaction Documents to which it is a party and the performance of its obligations thereunder and the consummation of the transactions contemplated thereby do not violate any Applicable Law (to its

 
88 13585990v13 knowledge), any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (f) Except for the filing of UCC-1 or UCC-3 financing statements and the Lien Documents in applicable state and county filing offices, all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with, except for such of the foregoing the absence or failure of which would not result in a Material Adverse Change. (g) Its obligations under the Transaction Documents to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law). (h) No Event of Default or Default has occurred and is continuing with respect to such Party, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates (other than Qualified Owners) any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of the Transaction Documents or its ability to perform its obligations under the Transaction Documents. (j) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement or the other Transaction Documents. (k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same, and is capable of assuming those risks. (l) It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party. (m) The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement. (n) It is not bound by any agreement that would be violated by the execution, delivery or performance of this Agreement.

 
89 13585990v13 (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale or purchase of Permitted Feedstock or Renewable Products hereunder who is entitled to any compensation with respect thereto. (p) None of its directors, officers, employees or agents or those of its Affiliates has received or shall receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement. 18.2 Company’s Representations and Covenants. The Company represents, warrants and covenants as follows: (a) The Company shall deliver true and complete copies of the Base Agreements and all amendments thereto to Macquarie as and when such agreements are entered into by the Company. (b) The Company shall in all material respects perform its obligations under and comply with the terms of the Base Agreements and Required Storage and Transportation Arrangements as and when such agreements are entered into by the Company. (c) The Company shall maintain and pursue diligently all of its material rights under the Base Agreements and Required Storage and Transportation Arrangements and take all reasonable steps to enforce its rights and any rights granted to the Company thereunder as and when such agreements are entered into by the Company, except where the failure to do so would not result in a Material Adverse Change. (d) The Company shall not modify, amend or waive rights arising under any of the Base Agreements or the Required Storage and Transportation Arrangements as and when such agreements are entered into by the Company without the prior written consent of Macquarie; provided, however, that if the Company provides Macquarie with prior written notice, the Company may make such modifications or amendments, including extensions or elections under any of the foregoing, that do not materially and adversely affect Macquarie’s rights thereunder, degrade, reduce or limit the standards applicable to the operator thereunder or otherwise interfere with Macquarie’s rights, including its use of the Included Renewable Product Pipelines and Included Renewable Product Tanks subject thereto, without the prior written consent of Macquarie, and the Company shall promptly provide any executed copies to Macquarie of any such modifications, amendments or waivers. (e) The Company shall not cause or permit any of the Permitted Feedstock or Renewable Products held at the Included Locations to become subject to any Liens, except for Permitted S&O Liens. (f) The Company represents and warrants that the Company Included Locations have been maintained, repaired, inspected and serviced in accordance with good and prudent industry standards and Applicable Law and are in good working order and repair in all material respects.

 
90 13585990v13 (g) In the event the Company becomes Bankrupt, and to the extent permitted by Applicable Law, the Company intends that (i) Macquarie’s right to liquidate, collect, net and set off rights and obligations under this Agreement and liquidate and terminate this Agreement shall not be stayed, avoided, or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) Macquarie shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362((b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the Bankruptcy Code; and (iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in section 101(38) of the Bankruptcy Code and all payments for, under or in connection with the transactions contemplated hereby, shall constitute “settlement payments” as defined in section 101(51A) of the Bankruptcy Code. (h) If, in connection with the Company’s procurement of Permitted Feedstock or Renewable Products from any third party (a “Company Sourcing Transaction”), Macquarie enters into a Macquarie Permitted Feedstock Procurement Contract or an Included Renewable Product Purchase Transaction with the Company to purchase such Permitted Feedstock or Renewable Products from the Company and thereunder agrees to make a prepayment to the Company for such Permitted Feedstock or Renewable Products, then the Company covenants and agrees, with respect to such Company Sourcing Transaction, that: (i) the Company shall not request, make or agree to any modification to the bill of lading issued under any Company Sourcing Transaction (including without limitation any change to delivery location for the relevant shipment) without Macquarie’s prior written consent; and (ii) the funds prepaid by Macquarie to the Company under the related Macquarie Permitted Feedstock Procurement Contract or Included Renewable Product Purchase Transaction shall be used exclusively by the Company to make payment to the seller under such Company Sourcing Transaction and the date by which any prepayment from Macquarie is due to be made shall be fixed so that promptly after the Company’s receipt of such funds it shall be required to remit the same to the seller under such Company Sourcing Transaction or to post an irrevocable letter of credit issued to the seller under such Company Sourcing Transaction. (i) In connection with Macquarie’s procurement of Permitted Feedstock or Renewable Products, whether from the Company or any third party and whether under a Macquarie Permitted Feedstock Procurement Contract or an Included Renewable Product Purchase Transaction (each a “Sourcing Transaction”), the Company covenants and agrees that any out of pocket costs, losses or damages that Macquarie may incur as a result of such Sourcing Transaction, including due to failure by the Company or any such third party to deliver the Permitted Feedstock or Renewable Products subject to such Sourcing Transaction, shall constitute Ancillary Costs and be for the account of the Company and claims arising in connection therewith shall be subject to Section 5.10 hereof.

 
91 13585990v13 (j) This Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and shall not violate any terms and conditions of any Existing Financing Agreement or other Financing Agreement that is hereafter entered into; provided that that Company shall not, without the prior written consent of Macquarie, enter into any new Financing Agreement after the Effective Date (an “Additional Financing Agreement”) unless doing so would (i) not adversely affect in any respect any of Macquarie’s rights or remedies under this Agreement or the other Transaction Documents or Macquarie’s status as the owner of Permitted Feedstock and Renewable Products and, as applicable, RINs with respect to any such Renewable Product, in each case, to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Additional Financing Agreement, other than Permitted S&O Liens and (ii) result in Company satisfying each of the conditions set forth in Section 2.1(g) above. (k) The Company shall not modify or amend (including any extensions of or elections under), or waive any rights arising under, any Financing Agreement without the prior written consent of Macquarie, if doing so would (i) adversely affect in any respect any of Macquarie’s rights or remedies under this Agreement or the other Transaction Documents or (ii) cause any Existing Financing Agreement to no longer satisfy the conditions set forth in Section 2.1(g) above, including, without limitation, the recognition that Macquarie is the owner of Permitted Feedstock and Renewable Products and, as applicable, RINs with respect to any such Renewable Product, in each case, to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Financing Agreement, other than Permitted S&O Liens; provided however, that (A) Macquarie will not charge a fee to the Company for any written acknowledgment that any such amendment of a Financing Agreement does not adversely affect in any material respect any of Macquarie’s rights or remedies hereunder (as set forth above in clause (i)) and (B) Macquarie will use commercially reasonable efforts to administer such acknowledgments using in house legal counsel (subject to scheduling availability) rather than outside counsel. (l) The Company shall not modify or amend (including any extensions of or elections under), or waive any rights arising under, any Additional Financing Agreement without the prior written consent of Macquarie, if doing so would adversely affect in any respect any of Macquarie’s rights or remedies under this Agreement or the other Transaction Documents including, without limitation, Macquarie’s status as the owner of Permitted Feedstock and Renewable Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Financing Agreement. (m) The Company shall provide a written update to Macquarie immediately upon obtaining knowledge thereof, and in any event within (i) one (1) Business Day in respect of (x) any breach or default that has occurred under any Financing Agreement or (y) any termination or cancellation of the Montana Renewables Services Agreement or the Montana Renewables Lease, and, in each case, the current status thereof, and (ii) within five (5) Business Days in respect of (A) subject to Section 18.2(d), any amendments, supplements or modifications that have been made to the Montana Renewables Services

 
92 13585990v13 Agreement or the Montana Renewables Lease, (B) any breach or default that has occurred under the Montana Renewables Services Agreement or the Montana Renewables Lease and the current status thereof and (C) any failure by the Company or Calumet Montana to pay any fees or other payments due and owing under the Montana Renewables Services Agreement or the Montana Renewables Lease when due. (n) Each of the Montana Renewables Services Agreement and the Montana Renewables Lease is in full force and effect as of the Effective Date and no defaults exist thereunder. 18.3 Affirmative Covenants. The Company shall, and shall cause each of its Subsidiaries to: (a) Preservation of Existence, Etc. (i) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Applicable Laws of the jurisdiction of its organization and preserve the perfection of liens in favor of Macquarie created in connection herewith; (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Change; and (iii) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to result in a Material Adverse Change. (b) Maintenance of Properties. (i) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in accordance with customary industry practices and prudent management, ordinary wear and tear excepted; and (ii) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to result in a Material Adverse Change. (c) Compliance with Laws. Comply in all respects with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith could not reasonably be expected to result in a Material Adverse Change. (d) Books and Records. (i) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP in all material respects and consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company; and (ii) maintain such books of record and account in conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Company, except where the failure to do so would not result in a Material Adverse Change. To the extent permitted by GAAP, the Company shall reflect the buy/sell transactions contemplated hereby as buy/sell transactions on its books and records and will not list as assets in its books and records any Permitted Feedstock or Renewable Product agreed hereunder to be owned by Macquarie. To the extent permitted

 
93 13585990v13 by GAAP, the Company shall not reflect amounts owed to Macquarie hereunder as indebtedness for borrowed money, but will reflect them as trade payables. (e) Additional Inspection Rights. In addition to the inspection rights of Macquarie set forth elsewhere in this Agreement or any other Transaction Document, all of which rights shall continue in full force and effect, and notwithstanding anything to the contrary contained in this Agreement or in any other Transaction Document, upon providing commercially reasonable notice and during normal business hours, permit Macquarie (or any representative of Macquarie) to visit and inspect any of the Company’s properties, to examine the Company’s corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss the Company’s affairs, finances and accounts with any of the Company’s directors (or equivalent), or officers and, if requested by the Company, in the presence of an officer of the Company, in each case, as often as reasonably may be desired by Macquarie, all at the sole cost and expense of the Company. (f) Further Assurances. (i) To the extent deemed necessary or appropriate by Macquarie, the Company shall cause to be filed acknowledgments and/or releases (including without limitation, amendments or terminations of UCC financing statements), in form and substance reasonably satisfactory to Macquarie, confirming the release of any Lien in favor of any lender or other creditor, other than Permitted S&O Liens, that might apply to or be deemed to apply to any Permitted Feedstock and/or Renewable Products of which Macquarie is the owner as contemplated by this Agreement and the other Transaction Documents or any Renewables Credit Support and recognition of Macquarie’s first priority Lien with respect to the Renewables Credit Support and other Credit Support granted to Macquarie under the Lien Documents, and agrees to use commercially reasonable efforts to provide Macquarie with such further documentation as it may reasonably request in order to confirm the foregoing. (ii) The Company agrees that it shall not have any interest in or the right to dispose of (but shall have the right to purchase contemplated herein), and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature (collectively, “Liens”), other than Permitted S&O Liens, with respect to, any quantities of Permitted Feedstock prior to the delivery thereof by Macquarie to the Company at the Permitted Feedstock Delivery Point or any quantities of Renewable Products after delivery thereof to Macquarie at a Renewable Product Intake Point (collectively, “Macquarie’s Property”). The Company authorizes Macquarie to file at any time and from time to time any UCC financing statements describing the quantities of Macquarie’s Property subject to this Agreement and Macquarie’s ownership thereof and title thereto, as well as any inventory or other Credit Support on which the Company or has granted to Macquarie a first priority Lien pursuant to the Lien Documents, and the Company shall execute and deliver to Macquarie, and the Company hereby authorizes Macquarie to file (with or without such the Company’s signature), at any time and from time to time, all amendments to financing statements, assignments,

 
94 13585990v13 continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Macquarie, as Macquarie may reasonably request, to provide public notice of Macquarie’s ownership of and title to the quantities of Macquarie’s Property subject to this Agreement and to otherwise protect Macquarie’s interest therein and provide notice of Macquarie’s Liens on any property covered thereby. 18.4 [Reserved]. 18.5 Additional Covenants. Subject to Section 18.2(k), the Company will provide prior written notice to Macquarie of any amendments, restatements, supplements or other material modifications of or to any Financing Agreement prior to the effectiveness of same, provided however, that the Company shall not be required hereby to provide notice of (i) supplements to any indenture if such supplement either (a) does not change a material term thereof or (b) adds a guarantor or pledger thereunder, (ii) changes to any hedging contract, forward purchase agreement or swap agreement, or (iii) the addition or release of any collateral (so long as such collateral does not constitute the Company’s Renewables) with respect to any Financing Agreement. 18.6 Side Letter Acknowledgments and Covenants. The Side Letter shall terminate as of the Effective Date upon entry by Macquarie and the Company into this Agreement, and each of Macquarie and the Company hereby acknowledges and agrees that any and all amounts due and owing under the Side Letter as of the Effective Date shall be due and payable as of the Effective Date. 18.7 SOFR Covenants. To the extent interest rates based on SOFR for any reason are no longer available in the market, are unable to be determined or otherwise become illegal in any way, Macquarie, using its commercially reasonable judgment, will, in consultation with the Company, determine a per annum rate of interest reasonably equivalent to SOFR plus the agreed applicable margin, until such time as Macquarie determines that SOFR is again available, if at all, for determining interest rates. 18.8 Acknowledgment. The Company acknowledges and agrees that (1) Macquarie is a merchant of Permitted Feedstock and Renewable Products and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of Macquarie’s business which are unrelated hereto and that such dealings and such trading or hedging strategies may be different from or opposite to those being pursued by or for the Company, (2) Macquarie may, in its sole discretion, determine whether to advise the Company of any potential transaction with a Third Party Supplier and prior to advising the Company of any such potential transaction Macquarie may, in its discretion, determine not to pursue such transaction or to pursue such transaction in connection with another aspect of Macquarie’s business and Macquarie shall have no liability of any nature to the Company as a result of any such determination, (3) Macquarie has no fiduciary duties or trust obligations of any nature with respect to the Refinery or the Company or any of its Affiliates, (4) Macquarie may enter into transactions and purchase Permitted Feedstock or Renewable Products for its own account or the account of others at prices more favorable than those being paid by the Company hereunder and (5) nothing herein shall be construed to prevent Macquarie, or any of its partners, officers, employees or Affiliates, in any way from purchasing, selling or otherwise trading in Permitted Feedstock,

 
95 13585990v13 Renewable Products or any other commodity for its or their own account or for the account of others, whether prior to, simultaneously with or subsequent to any transaction under this Agreement. DEFAULT AND TERMINATION 19.1 Events of Default. Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (a) Either Party fails to make payment when due (i) under Article 10, Article 20 or any Company Bulk Purchase Agreement within one (1) Business Days after a written demand therefor or (ii) under any other provision hereof or any other Transaction Document within five (5) Business Days; or (b) Other than a default described in Section 19.1(a), 19.1(c), 19.1(e), 19.1(l) or 19.1(q) either Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) fails to perform any material obligation or covenant to the other under this Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction of the other Party (in its reasonable discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (c) Either Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by the Party (or any Affiliate of such Party), or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; or (d) Either Party becomes Bankrupt; or (e) Either Party or any of its Designated Affiliates (1) defaults on payment obligations under any Specified Transaction, or (2) defaults on posting required collateral or credit support in connection with any Specified Transaction and such breach is not cured to the reasonable satisfaction of the other Party within two (2) Business Days after the date that such Party receives notice that corrective action is needed; or (f) A Master Agreement Termination Event occurs; or (g) The occurrence of any default or event of default or such similar occurrence under any Macquarie Permitted Feedstock Procurement Contract on the basis of which Macquarie has the right to terminate such Macquarie Permitted Feedstock Procurement Contract; or (h) A Change of Control; or

 
96 13585990v13 (i) The Company fails, after giving effect to any applicable notice requirement or grace period, to perform its obligations under, comply with, or maintain in any material respect a Base Agreement or the Required Storage and Transportation Arrangements, if any; or (j) The Company or any of its Subsidiaries sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of the assets that constitute the Refinery; or (k) The Company (i) consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to, another entity (including an Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii) (A) the successor entity resulting from any such consolidation, amalgamation or merger or the Person that otherwise acquires all or substantially all of the assets of the Company does not assume, in a manner reasonably satisfactory to Macquarie, all of the Company’s obligations hereunder and under the other Transaction Documents, or (B) in the reasonable judgment of Macquarie, the creditworthiness of the resulting, surviving or transferee entity, taking into account any guaranties, is materially weaker than the Company immediately prior to the consolidation, amalgamation, merger or transfer; or (l) The Company fails to perform or observe any covenant, affirmative or negative, set forth herein or in any other Transaction Document, and the Company fails to cure, correct or eliminate such failure or non-compliance within five (5) Business Days after receipt from Macquarie of written notice of such failure; or (m) There shall occur, after giving effect to any applicable notice requirement or grace period, either (A) a default, event of default or other similar condition or event (however described) in respect of the Company under one or more Financing Agreements or other agreements or instruments relating to Specified Indebtedness in an aggregate amount of not less than $25,000,000, which has resulted in any such Financing Agreements or Specified Indebtedness becoming due and payable under such agreements and instruments before it would have otherwise been due and payable or (B) a default by the Company in making one or more payments on the due date thereof in an aggregate amount of not less than $25,000,000 under any such foregoing agreements or instruments (after giving effect to any applicable notice requirement or grace period); or (n) Any of the parties under any of the Existing Financing Agreements or any other Financing Agreements shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of this Agreement; or (o) The Parent becomes Bankrupt; or (p) Transaction Documents. Any material provision of any Transaction Document ceases to be valid and binding on the Company or any Affiliate, or any such person contests the full force and effect or validity thereof, or any such person states so in writing; or

 
97 13585990v13 (q) Security Instruments. (i) Macquarie fails to have a valid perfected Lien and security interest in any portion of the Credit Support (other than Credit Support released in accordance with the Transaction Documents) or (ii) any Lien Document shall at any time and for any reason (other than solely with respect to any action or inaction of Macquarie) cease to create a security interest on the Credit Support purported to be subject to such instrument in accordance with the terms of such instrument, or cease to be in full force and effect; or (r) Macquarie Title. The occurrence of any impairment of Macquarie’s title to any Permitted Feedstock or Renewable Product, or Macquarie shall at any time and for any reason (other than solely with respect to any action or inaction of Macquarie) cease to hold title to any Permitted Feedstock or Renewable Product that it is otherwise entitled to hold title to in accordance with the terms of the Transaction Documents; or (s) Annual Financial Statement. Any annual financial statement delivered under Section 13.1(a)(i) or any related correspondence from the Company’s and/or Parent’s independent certified public accountants contains a “going concern” or like qualification or exception as certified by the Company’s and/or Parent’s independent certified public accountants; or (t) Compliance with Governmental Authority. The Company or Parent fails to comply in any respect with the order, regulation or directive of any Governmental Authority pertaining in any way to such person, the transactions contemplated by the Transaction Documents or the Credit Support, except for such failure to comply as would not result in a Material Adverse Change; or (u) Judgments Against Company. There is entered against the Company (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $10,000,000 (to the extent not covered by independent third-party insurance) which is not paid when due in accordance with its terms, or (ii) one or more non-monetary final orders of a court of competent jurisdiction that have, or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change; or (v) Judgments Against Parent. There is entered against Parent (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $25,000,000 (to the extent not covered by independent third-party insurance) which is not paid when due in accordance with its terms, or (ii) one or more non-monetary final orders of a court of competent jurisdiction that have, or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change; or (w) (i) the occurrence of a breach or default by the Company or Calumet Montana of the Montana Renewables Services Agreement or the Montana Renewables Lease, including the failure of the Company to pay any fees or other payments due and owing thereunder, which have not been cured during any applicable cure period in effect thereunder, (ii) the Montana Renewables Services Agreement or the Montana Renewables

 
98 13585990v13 Lease is terminated, including due to a breach or default thereunder, prior to the expiration of the term thereof, (iii) the Company and Calumet Montana assigns or amends or otherwise modifies the Montana Renewables Services Agreement or the Montana Renewables Lease, in a manner that adversely affects Macquarie’s rights in respect of the Refinery or under the Transaction Documents, as determined by Macquarie in its sole reasonable discretion, in each case, without first obtaining the prior written consent of Macquarie, (iv) the Company rejects or repudiates the Montana Renewables Services Agreement or the Montana Renewables Lease, (v) any creditor of the Company, including Stonebriar, exercises any remedies in respect of its liens in and to (or other rights in respect of) the Refinery or the Montana Renewables Services Agreement or the Montana Renewables Lease in a manner adverse to Macquarie, or (vi) any Equity Interest holder of the Company exercises any rights or takes any action in respect of the Company in a manner that adversely affects Macquarie’s rights in respect of the Refinery or the Montana Renewables Services Agreement or the Montana Renewables Lease, as applicable, as determined by Macquarie in its sole reasonable discretion; or (x) the Company or Calumet Montana fails, in any material respect, after giving effect to any applicable notice requirement or grace period, to perform its obligations in respect of or to otherwise comply with any covenant, affirmative or negative, or requirement set forth in, or to otherwise maintain, the Montana Renewables Services Agreement or the Montana Renewables Lease; provided that in each case if no grace period is otherwise specified with respect to such covenant or requirement, an Event of Default shall result only if such failure is not cured to Macquarie’s reasonable satisfaction (in its reasonable discretion) within two (2) Business Days after the date that the Company or Calumet Montana, as applicable, receives written notice of such failure. For the purposes of Section 19.1(m), any reference to the principal amount of any Financing Agreement or Specified Indebtedness becoming due and payable shall, in the case of a Derivative Transaction, refer to the amount that becomes, or would become, due and payable as a result of the termination of such Derivative Transaction. 19.2 Remedies. (a) Acceleration. Notwithstanding any other provision of this Agreement, if any Event of Default with respect to the Company, on the one hand, or Macquarie, on the other hand (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, Macquarie (where the Company is the Defaulting Party) or the Company (where Macquarie is the Defaulting Party) (such non-defaulting Party or Parties, the “Non- Defaulting Party”) may, without notice, (i) declare all of the Defaulting Party’s obligations under this Agreement to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Defaulting Party and/or (ii) subject to Section 19.2(c), exercise any rights and remedies provided or available to the Non-Defaulting Party under this Agreement, the other Transaction Documents or at law or equity, including all remedies provided under the UCC and as provided under this Section 19.2.

 
99 13585990v13 (b) Termination/Settlement Amount. Notwithstanding any other provision of this Agreement, if an Event of Default has occurred and is continuing with respect to the Defaulting Party, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement (and any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document) and, subject to Section 19.2(c), to liquidate and terminate any or all rights and obligations under this Agreement and such other Transaction Documents; provided that, in the event Macquarie is the Non-Defaulting Party, this Agreement shall not be deemed to have terminated in full until Macquarie shall have (A) disposed of all Permitted Feedstock and Renewable Products owned or maintained by Macquarie in which Macquarie has lien or other rights in connection herewith, (B) exercised in full all of its rights and remedies with respect to the Renewables Credit Support and the other Credit Support and (C) received evidence satisfactory to Macquarie that the Company has met all of its obligations and requirements under Section 20.1(a) and such obligations and requirements shall have otherwise been satisfied in full; provided further that the parties agree that solely for purposes of this sub clause (C), any reference to “Termination Date” as set forth in Section 20.1(a) shall be a reference to any applicable date(s) with respect to the completion of such foregoing obligations and requirements under this Section 19.2(b). The Settlement Amount (as defined below) shall be calculated in a commercially reasonable manner based on such liquidated and terminated rights and obligations and shall be payable by one Party to the other. The “Settlement Amount” shall mean (1) the amount, expressed in U.S. dollars, of losses and out of pocket costs that are or would be incurred by the Non-Defaulting Party (expressed as a positive number) or gains that are or would be realized by the Non-Defaulting Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement and such other Transaction Documents and (2) solely to the extent that the applicable Event of Default hereunder is due to a Change of Control that is not otherwise permitted under, or entered into in accordance with, Section 3.3, the Specified Termination Amount. The determination of the Settlement Amount shall include (without duplication): (x) the losses and out of pocket costs (or gains) incurred or realized (and determined in a commercially reasonable manner) by the Non-Defaulting Party in terminating, transferring, redeploying or otherwise modifying any outstanding Procurement Contracts, (y) the losses and out of pocket costs (or gains) incurred or realized (and determined in a commercially reasonable manner) by the Non-Defaulting Party in terminating and liquidating any transactions subject hereto, including but not limited to, any unpaid amounts owed pursuant to Section 10.1 and Section 10.2 herein and (z) all breakage costs, losses and out of pocket costs (or gains) incurred or realized by the Non-Defaulting Party, as a result of the Non-Defaulting Party’s terminating, liquidating, maintaining, obtaining or reestablishing any Related Hedges, including Permitted Feedstock Hedges (including, if Macquarie is the Non-Defaulting Party, all hedging transactions relating to the inventory valuation adjustment procedures set forth in the Fees and Adjustments Letter); provided however, that (i) the determination of “Settlement Amount” shall not include (aa) future profits or losses on transactions not evidenced by a contractual obligation in existence on the date of determination of “Settlement Amount” to purchase or sell Renewables, and (bb) the Monthly Intermediation Fee, the Deferred Payment Amount Fee, the Inventory Capital Fee, the Monthly Services Fee, the Environmental Attribute Value Capital Fee and the

 
100 13585990v13 “Monthly Facilities Fee” (as defined in the Storage Facilities Agreement) arising or accruing after the date of calculation of Settlement Amount, and (ii) the foregoing shall not exclude from “Settlement Amount” losses and out of pocket costs from Related Hedge, including Permitted Feedstock Hedges, described in the foregoing clause (z). (c) Determination of Settlement Amount. The Settlement Amount shall be determined by the Non-Defaulting Party, acting in good faith, in a commercially reasonable manner. The Non-Defaulting Party shall determine the Settlement Amount commencing as of the date on which such termination occurs by reference to such futures, forward, swap and options markets as it shall select in its commercially reasonable judgment; provided that the Non-Defaulting Party is not required to effect such terminations and/or determine the Settlement Amount on a single day, but rather may effect such terminations and determine the Settlement Amount over a commercially reasonable period of time. Without limiting the generality of the foregoing, it is agreed that, for purposes of determining the Settlement Amount, to the extent the Non-Defaulting Party deems it commercially reasonable to do so, it may in referencing prices in the futures, forward, swap and options markets for purposes of calculating various elements of the Settlement Amount endeavor to align the dates as of which such reference prices are determined. In calculating the Settlement Amount, the Non-Defaulting Party shall discount to present value (in any commercially reasonable manner based on prevailing SOFR rates for the applicable period and currency) any amount which would be due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation. (d) Additional Rights of Macquarie. Without limiting any other rights or remedies hereunder, if an Event of Default has occurred and is continuing and Macquarie is the Non-Defaulting Party, Macquarie may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement or any other Transaction Documents, (ii) withdraw from storage any and all of the Permitted Feedstock and/or Renewable Products then in the Included Locations, (iii) otherwise arrange for the disposition of any Permitted Feedstock and/or Renewable Products subject to any outstanding Macquarie Permitted Feedstock Procurement Contract or Included Renewable Product Purchase Transaction and/or the modification, settlement or termination of such outstanding Macquarie Permitted Feedstock Procurement Contract or Included Renewable Product Purchase Transaction in such manner as it elects, (iv) liquidate in a commercially reasonable manner any credit support, margin or collateral, to the extent not already in the form of cash (including applying any other margin or collateral) and apply and set off such credit support, margin or collateral or the proceeds thereof against any obligation owing by the Company or any of its Affiliates, including, without limitation, Designated Affiliates, to Macquarie or any of its Affiliates, including, without limitation, Designated Affiliates, (including without limitation the Independent Amount), (v) foreclose any lien or security interest, and (vi) exercise its rights in respect of any agreement or assignment of rights from a third party in respect of the transportation or storage of the Company Renewable Product Inventory or the Company Permitted Feedstock Inventory. Macquarie shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Company shall in all events remain liable to Macquarie for any amount payable by the

 
101 13585990v13 Company in respect of any of its obligations remaining unpaid after any such liquidation, application and set off. (e) Company’s Rights. Without limiting any other rights or remedies hereunder, if an Event of Default has occurred and is continuing and the Company is the Non-Defaulting Party, the Company may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement and/or (ii) otherwise provide for the settlement or termination of the Parties’ outstanding commitments hereunder, the sale in a commercially reasonable manner of Permitted Feedstock and/or Renewable Product for Macquarie’s account, and the replacement of the supply and offtake transaction contemplated hereby with such alternative arrangements as it may procure. (f) Net Liquidated Amount. The Non-Defaulting Party shall set off (i) the Settlement Amount (if due to the Defaulting Party), plus any performance security (including any other margin or collateral) then held by the Non-Defaulting Party pursuant to the Transaction Documents, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Defaulting Party hereunder (including under Article 10), against (ii) the Settlement Amount (if due to the Non-Defaulting Party), plus any performance security (including any other margin or collateral) then held by the Defaulting Party, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Non-Defaulting Party hereunder (including under Article 10), so that all such amounts (including, for the avoidance of doubt, the amount of any Independent Amount, inclusive of and giving effect to the Permitted Intermediated Feedstock Inventory Valuation Adjustment, held by Macquarie) shall be netted to a single liquidated amount payable by one Party to the other (the “Liquidated Amount”). The Party with the payment obligation shall pay the Liquidated Amount to the applicable other Parties within one (1) Business Day after such amount has been determined. In addition, the Parties acknowledge that, in connection with an Event of Default hereunder, the Step-out Inventory Sales Agreement may be terminated and with respect thereto any rights and remedies available hereunder, under any other agreement between the Parties hereto or the parties thereto, or at law or equity may be exercised. (g) No Abandonment of Rights. No delay or failure on the part of the Non- Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non- Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default. (h) Rights Cumulative. The Non-Defaulting Party’s rights under this Section 19.2 shall be in addition to, and not in limitation or exclusion of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts or other rights under any credit support that may from time to time be provided in connection with this Agreement or at law or in equity. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable out of pocket costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder, as

 
102 13585990v13 and to the extent provided in Article 21 hereof, and subject to the limitations set forth therein. (i) Setoff. If an Event of Default has occurred and is continuing, the Non- Defaulting Party may, without limitation on its rights under this Section 19.2, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other contract or agreement or otherwise and whether or not then due). (j) Master Netting Agreement. The Parties acknowledge and agree that this Agreement is intended to be a “master netting agreement” as such term is defined in section 101(38A) of the Bankruptcy Code. As used in this Section 19.2, unless otherwise expressly provided, each reference to “this Agreement” shall, and shall be deemed to, be a reference to “this Agreement and the other Transaction Documents.” (k) Additional Master Netting and Setoff. The Parties acknowledge and agree that the Non-Defaulting Party has such additional netting and setoff rights as are provided in any master netting agreement executed in connection herewith and expressly referencing this Agreement. SETTLEMENT AT TERMINATION 20.1 Procedures for Settlement at Termination. Upon expiration or termination of this Agreement for any reason other than as a result of an Event of Default (in which case the Expiration Date or such other date as the Parties may agree shall be the “Termination Date”; provided that if such date is not a Business Day, the Termination Date shall occur on the immediately preceding Business Day), the Parties covenant and agree to proceed as provided in this Article 20; provided that (x) this Agreement shall continue in effect following the Termination Date until all obligations are finally settled as contemplated by this Article 20 and (y) the provisions of this Article 20 shall in no way limit the rights and remedies which the Non-Defaulting Party may have as a result of an Event of Default, whether pursuant to Article 19 above or otherwise: (a) Macquarie Contracts. If any Macquarie Permitted Feedstock Procurement Contract, Included Renewable Product Purchase Transaction or Included Sales Transaction or Additional Renewable Product Transaction does not either (i) by its terms automatically become assigned to the Company on and as of the Termination Date in a manner which releases Macquarie from all obligations thereunder for all periods following the Termination Date or (ii) by its terms, expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the then existing Third Party Suppliers, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (w) such Macquarie Permitted Feedstock Procurement Contract, Included Renewable Product Purchase Transaction or Included Sales Transaction or Additional Renewable Product Transaction shall be assigned to the Company or shall be terminated, (x) all rights and obligations of Macquarie under each of the then outstanding Macquarie Permitted Feedstock Procurement Contract, Included Renewable Product

 
103 13585990v13 Purchase Transaction or Included Sales Transaction or Additional Renewable Product Transaction shall be assigned to the Company, (y) the Company shall assume all of such obligations to be paid or performed following such termination, and (z) Macquarie shall be released by such Third Party Suppliers and the Company from any further obligations thereunder. In connection with the assignment or reassignment of any Macquarie Permitted Feedstock Procurement Contract, Included Renewable Product Purchase Transaction or Included Sales Transaction or Additional Renewable Product Transaction, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the supply and payment arrangements, including any change in payment terms, under the relevant Macquarie Permitted Feedstock Procurement Contract, Included Renewable Product Purchase Transaction or Included Sales Transaction or Additional Renewable Product Transaction so as to prevent any material disruption thereunder. (b) Marketing and Sales Agreement. If, pursuant to the Marketing and Sales Agreement, any sales commitments are outstanding which, by their terms, extend beyond the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the purchasers thereunder, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (i) such sales commitment shall be assigned (or reassigned) to the Company or shall be terminated, (ii) all rights and obligations of Macquarie with respect to each then outstanding sales commitment shall be assigned to the Company, (iii) the Company shall assume all of such obligations to be paid or performed following such termination, and (iv) Macquarie shall be released by the purchasers thereunder and the Company from any further obligations with respect to such sales commitments. In connection with the assignment or reassignment of any Macquarie Permitted Feedstock Procurement Contract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the Renewable Product marketing and sales arrangements so as to prevent any material disruption in the distribution of Renewable Products from the Refinery. (c) Ancillary Contracts. In the event that Macquarie has become a party to any other third party service contract in connection with this Agreement and the transactions contemplated hereby, including any pipeline, terminalling, storage and shipping arrangement including but not limited to the Required Storage and Transportation Arrangements (an “Ancillary Contract”) and such Ancillary Contract does not by its terms expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into with each service provider thereunder such instruments or other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which as of the Termination Date (i) such Ancillary Contract shall be assigned to the Company or shall be terminated, (ii) all rights and obligations of Macquarie with respect to each then outstanding Ancillary Contract shall be assigned to the Company, (iii) the Company shall assume all of such obligations to be paid or performed following such termination, and (iv) Macquarie shall be released by the third party service providers thereunder and the Company from any further obligations with respect to such Ancillary Contract.

 
104 13585990v13 (d) Purchase and Transfer of Permitted Feedstock and Renewable Products. The volume of Permitted Feedstock and Renewable Products at the Included Locations, at Macquarie’s election (i) shall be purchased and transferred as contemplated in the Step- Out Inventory Sales Agreement, (ii) at Macquarie’s cost, but with the mutual agreement of both Parties, including the use of any Base Contracts, shall be taken and accepted in kind satisfaction of obligations hereunder or (iii) at Macquarie’s cost, but with Company’s reasonable assistance, including the use of any Base Contracts, shall be sold in its entirety or in part to third parties of Macquarie’s choosing but with withdrawal from the Included Locations in connection therewith promptly. The Permitted Feedstock volumes measured by Macquarie’s Inspector at the Termination Date and recorded in Macquarie’s Inspector’s final inventory report shall be the “Termination Date Permitted Feedstock Volumes” for the purposes of this Agreement and the Renewable Product volumes measured by Macquarie’s Inspector at the Termination Date and recorded in Macquarie’s Inspector’s final inventory report shall be the “Termination Date Renewable Product Volumes” for purposes of this Agreement, and such Termination Date Permitted Feedstock Volumes and Termination Date Renewable Product Volumes shall collectively be referred to as the “Termination Date Volumes.” (e) Determination of Termination Amount. Macquarie shall promptly reconcile and determine the Termination Amount pursuant to Section 20.2. The Parties shall promptly exchange all information necessary to determine the estimates and final calculations contemplated by Section 20.2. (f) No Further Obligations. Macquarie shall have no further obligation to purchase and shall not purchase or pay for Permitted Feedstock or Renewable Products, or incur any such purchase obligations on and after the Termination Date. Except as may be required for Macquarie to fulfill its obligations hereunder until the Termination Date or during any obligatory notice period pursuant to any Macquarie Permitted Feedstock Procurement Contract, Macquarie shall not be obligated to purchase, take title to or pay for any Permitted Feedstock or Renewable Products following the Termination Date or such earlier date as the Parties may determine in connection with the transitioning of such supply arrangements to the Company. Notwithstanding anything to the contrary herein, no Delivery Date shall occur later than the day immediately preceding the Termination Date. 20.2 Termination Amount. (a) The “Termination Amount” shall equal: (i) any unpaid amounts owed by the Company to Macquarie pursuant to the Step-Out Inventory Sales Agreement and, without duplication, in respect of Permitted Feedstock delivered on or prior to the Termination Date but not otherwise accounted for in the Step-Out Inventory Sales Agreement, plus (ii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus

 
105 13585990v13 (iii) in the case of an early termination, the amount reasonably determined by Macquarie as the breakage costs it incurred directly in connection with the termination, unwinding or redeploying of all Related Hedges, including Permitted Feedstock Hedges, as a result of such early termination, including all hedging transactions relating to the inventory valuation adjustment procedures set forth in the Fees and Adjustments Letter, plus (iv) the aggregate amount due under Section 10.1(f) and Section 10.2(b), calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.1(f) and Section 10.2(b) is due to Macquarie, then such amount shall be included in this Termination Amount as a positive number and if such amount under Section 10.1(f) and Section 10.2(a) is due to the Company, then such amount shall be included in this Termination Amount as a negative number, plus (v) all unpaid amounts payable hereunder by Macquarie to the Company in respect of Renewable Product delivered on or prior to the Termination Date, minus (vi) all unpaid amounts payable under the Marketing and Sales Agreement by Macquarie to the Company for services provided up to the Termination Date. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due to Macquarie and if it is a negative number, the absolute value thereof shall be due to the Company. (b) The Parties acknowledge that one or more of the components of the Termination Amount may not be capable of definitive determination by the Termination Date and therefore agree that Macquarie shall, in a commercially reasonable manner, estimate in good faith each of such components and use such estimated components to determine an estimate of the Termination Amount (the “Estimated Termination Amount”); provided that the Parties agree that Macquarie shall apply the Independent Amount, and for purposes of this Section 20.2(b), inclusive of and giving effect to the Permitted Intermediated Feedstock Inventory Valuation Adjustment, against the Estimated Termination Amount and shall not wait until final settlement is completed pursuant to Section 20.2(c). Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 20.2(a)(i) above shall be estimated by Macquarie in the same manner and using the same methodology as it used in preparing the Estimated Effective Date Value, but applying the “Step-Out Prices” as indicated in Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes. Macquarie shall use commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Macquarie shall endeavor to update its calculation of the Estimated

 
106 13585990v13 Termination Amount by no later than 12:00 p.m. EST on the Business Day prior to the Termination Date. If Macquarie is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., EST on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Macquarie and if it is a negative number, the absolute value thereof shall be due to the Company. (c) On or before ten (10) Business Days following the Termination Date, Macquarie shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 20.2(b) and the Independent Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties shall make any and all payments required pursuant thereto. Promptly after receiving such payment (but in any event within five (5) Business Days of such receipt), Macquarie shall (x) cause any filing or recording of any UCC financing forms to be terminated, (y) release and terminate all Lien Documents pursuant to one or more instruments mutually acceptable to the Parties and (z) deliver, re-assign, reconvey and transfer, as applicable, to the Company any other Credit Support or credit support held or maintained by Macquarie (including, without limitation, the remaining balance, if any, of the Independent Amount after giving effect to this Article 20). (d) Notwithstanding anything herein to the contrary, Macquarie shall not have any obligation to make any payment contemplated by this Section 20.2, transfer title to Permitted Feedstock or Renewable Products or to otherwise cooperate in the transition matters described in Section 20.1 unless (i) the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and this Section 20.2 as and when required pursuant to the terms hereof and thereof, and (ii) except as otherwise agreed by the Parties, the Master Agreement and all Macquarie Permitted Feedstock Procurement Contracts and all Transactions outstanding thereunder have been terminated and all amounts due with respect to such terminated Transactions shall have been paid in full. 20.3 Transition Services. To the extent necessary to facilitate the transition to the purchasers of the storage and transportation rights and status contemplated hereby, each Party shall take such additional actions, execute such further instruments and provide such additional assistance as the other Party may from time to time reasonably request for such purposes. INDEMNIFICATION; EXPENSES 21.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in the Transaction Documents, Macquarie shall defend, indemnify and hold harmless the Company, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of

 
107 13585990v13 (i) any breach by Macquarie of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Macquarie made herein or in connection herewith proving to be false or misleading or incorrect in any material respect, (ii) any failure by Macquarie to comply with or observe any Applicable Law, (iii) Macquarie’s negligence or willful misconduct, or (iv) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by Macquarie or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, except to the extent that any indemnified Liability arising under this Section 21.1 has resulted from (A) the negligence or willful misconduct on the part of the Company, its Affiliates or any of their respective employees, representatives, agents or contractors or (B) the breach by the Company of its obligations hereunder. 21.2 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement, the Company shall defend, indemnify and hold harmless Macquarie, its Affiliates, and their directors, officers, employees, representatives, agents and contractors from and against any Liabilities directly or indirectly arising out of (i) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading or incorrect in any material respect, including, without limitation the Company’s obligation for payment of taxes pursuant to Section 15.1, (ii) the Company’s transportation, handling, storage, refining or disposal of any Permitted Feedstock or the Renewable Products thereof, including any conduct by the Company on behalf of or as the agent of Macquarie under the Required Storage and Transportation Arrangements, (iii) the Company’s failure to comply with its obligations under the terminalling, pipeline and lease agreements underlying the Required Storage and Transportation Arrangements, (iv) the Company’s negligence or willful misconduct, (v) any failure by the Company to comply with or observe any Applicable Law, (vi) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by the Company or its employees,

 
108 13585990v13 representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, (vii) actual or alleged presence or release of Hazardous Substances in connection with the Transaction Documents or the transactions contemplated thereby, or any liability under any Environmental Law related in any way to or asserted in connection with the Transaction Documents or the transactions contemplated thereby or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether Macquarie is a party thereto, except to the extent that any Liability arising under this Section 21.2 has resulted from (A) the negligence or willful misconduct on the part of Macquarie, its Affiliates or any of their respective employees, representatives, agents or contractors, or (B) the breach by Macquarie of its obligations hereunder. 21.3 The Parties’ obligations to defend, indemnify, and hold each other harmless under the terms of the Transaction Documents shall not vest any rights in any third party (except as expressly provided for in this Article 21), nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in the Transaction Documents. 21.4 Each Party agrees to notify the other as soon as practicable after receiving notice of any claim or suit brought against it within the indemnities of this Agreement, shall furnish to the other the complete details within its knowledge and shall render all reasonable assistance requested by the other in the defense; provided that, the failure to give such notice shall not affect the indemnification provided hereunder, except to the extent that the indemnifying Party is materially adversely affected by such failure. Each Party shall have the right but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other of any obligations hereunder. 21.5 The Company shall pay (i) all reasonable out-of-pocket expenses incurred by Macquarie and its Affiliates (including the reasonable fees, charges and disbursements of counsel and tax consultants for Macquarie) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by Macquarie and its Affiliates in connection with the enforcement or protection of Macquarie’s rights under or in connection with this Agreement and the other Transaction Documents. LIMITATION ON DAMAGES 22.1 LIMITED RIGHT TO DAMAGES.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO

 
109 13585990v13 DIRECT, ACTUAL DAMAGES ONLY (WHICH INCLUDE ANY AMOUNTS DETERMINED UNDER ARTICLE 19) AND NEITHER PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT, SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO (I) ANY THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT OR (II) ANY BREACH OF ARTICLE 24. EACH PARTY ACKNOWLEDGES THE DUTY TO MITIGATE DAMAGES HEREUNDER. RECORDS AND INSPECTION THEREOF During the Term of this Agreement each Party and its duly authorized representative upon reasonable notice, and during normal working hours, shall have access to the accounting records and other documents maintained by the other Party, or any of the other Party’s contractors and agents, which relate to this Agreement; provided that, neither this Section nor any other provision hereof shall entitle the Company to have access to any records concerning any hedges or offsetting transactions or other trading positions or pricing information that may have been entered into with other parties or utilized in connection with any transactions contemplated hereby or by any other Transaction Document. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the Termination Date. Each Party shall preserve, and shall use commercially reasonable efforts to cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the Termination Date. CONFIDENTIALITY 24.1 In addition to the Company’s confidentiality obligations under the Transaction Documents, the Parties agree that the specific terms and conditions of this Agreement, including any list of counterparties, the Transaction Documents and the drafts of this Agreement exchanged by the Parties and any information exchanged between the Parties, including calculations of any fees or other amounts paid by the Company to Macquarie under this Agreement and all information received by Macquarie from the Company relating to the costs of operation, operating conditions, and other commercial information of the Company not made available to the public, are confidential and shall not be disclosed to any third party, except (i) as may be required by court order or Applicable Laws (including without limitation as may be required by any applicable federal or state securities laws), (ii) as requested by a Governmental Authority, (iii) to such Party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors for purposes of administering, negotiating, considering, processing or evaluating this Agreement and the other Transaction Documents or the transactions contemplated thereby, or (iv) to such Party’s insurance providers, solely for the purpose of procuring insurance coverage or confirming the extent of existing insurance coverage; provided that, prior to any disclosure permitted by this clause (iv), such insurance providers shall have agreed in writing to

 
110 13585990v13 keep confidential any information or document subject to this Section 24.1. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of two (2) years following the Termination Date. The Parties shall be entitled to all remedies available at law, or in equity, to enforce or seek relief in connection with the confidentiality obligations contained herein. 24.2 In the case of disclosure covered by clause (i) of Section 24.1, to the extent practicable and in conformance with the relevant court order, Applicable Law or request, the disclosing Party shall notify the other Party in writing of any proceeding of which it is aware which may result in disclosure. 24.3 Tax Disclosure. Notwithstanding anything herein to the contrary, the Parties (and their respective employees, representatives or other agents) are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Parties relating to that treatment and structure, without the Parties imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. GOVERNING LAW 25.1 THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE. 25.2 EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN ARTICLE 27. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE. 25.3 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT. ASSIGNMENT 26.1 This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.

 
111 13585990v13 26.2 The Company shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the consent of Macquarie; provided that Company may, at any time, assign, transfer, mortgage, pledge, charge or otherwise encumber this Agreement and the other Transaction Documents and/or any or all of its rights and benefits under or pursuant hereto and thereto as collateral security to secure any financing arrangement with respect to the Refinery, including the Existing Financing Agreement(s), provided further that the obligations of the Company hereunder and thereunder shall survive any such assignment, transfer, mortgage, pledge, charge or encumbrance. Macquarie shall (a) provide reasonable cooperation and assistance to permit perfection of any such security, including by way of acknowledgment of any assignment and (b) at the request of the Company, without consideration, promptly execute and deliver, or cause to be executed and delivered, such assignments and consents to collateral assignment in connection with any collateral assignment in connection with any financing. Any such assignment, charge, transfer or encumbrance shall include the right to make second or subsequent assignments, charges transfers or encumbrances and the right to freely enforce the same by way of sale or otherwise. 26.3 Macquarie may, without the Company’s consent, assign and delegate all of Macquarie’s rights and obligations hereunder to (i) any Affiliate of Macquarie, provided it is no worse a credit counterparty and all Company’s costs, if any, are covered—just as provided above for a Company transfer or (ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and business and assumes Macquarie’s obligations hereunder, whether by contract, operation of law or otherwise, provided that (i) the creditworthiness of such successor entity is equal or superior to the creditworthiness of Macquarie (taking into account any credit support for Macquarie) immediately prior to such assignment, and (ii) such successor assumes all of the obligations of Macquarie under the Transaction Documents. 26.4 Macquarie hereby notifies the Company and its Affiliates that Macquarie is required to pledge all of its rights in this Agreement and the other Transaction Documents, together with all Renewables titled in the name of and owned by Macquarie located at the Refinery, in favor of Standard Chartered Bank, as security agent (“SCB”) (or any successor thereto). Macquarie may, at any time, assign, transfer, mortgage, pledge, charge or otherwise encumber this Agreement and the other Transaction Documents and/or any or all of its rights and benefits under or pursuant hereto and thereto as collateral security to secure any financing arrangement, including in favor of SCB; provided further that the obligations of Macquarie hereunder shall survive any such assignment, transfer, mortgage, pledge, charge or encumbrance. The Company shall (a) provide reasonable cooperation and assistance to permit perfection of any such security, including by way of acknowledgment of any assignment and (b) at the request of Macquarie, promptly execute and deliver, or cause to be executed and delivered, such assignments and consents to collateral assignment in connection with any collateral assignment in connection with any financing. Macquarie shall promptly reimburse the Company for its reasonable and documented expenses incurred in connection with such cooperation, assistance, execution and delivery, and such cooperation, assistance, execution and delivery shall be otherwise without further consideration. Any such assignment, charge, transfer or encumbrance shall include the right to make second or subsequent assignments, charges transfers or encumbrances and the right to freely enforce the same by way of sale or otherwise. The Company acknowledges Macquarie’s rights and obligation to so pledge all of its rights in this Agreement, the other Transaction Documents and in its Renewables located at the Refinery to SCB (or any successor thereto) and acknowledges and

 
112 13585990v13 agrees that such pledge does not violate, and, notwithstanding anything to the contrary, is otherwise permitted under, this Section. 26.5 Any attempted assignment in violation of this Article 26 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment. NOTICES All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to the other Party’s email set forth in Schedule M, or on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M and to the attention of the person or department indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt. NO WAIVER, CUMULATIVE REMEDIES 28.1 The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default or Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or Default under, this Agreement, whether of a like kind or different nature. 28.2 Each and every right granted to the Parties under this Agreement or allowed it by law or equity shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law. NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES 29.1 No Partnership or Joint Venture. This Agreement shall not be construed as creating a partnership, association or joint venture between the Parties. It is understood that each Party is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make such Party, or any employee or agent of the Company, an agent or employee of the other Party. 29.2 No Authority to Contract. Neither Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of the other; or to otherwise act as the representative of the other, unless expressly authorized in writing by the other.

 
113 13585990v13 29.3 No Indebtedness. The transactions contemplated hereunder are intended to be construed and characterized as sales and purchases of commodities and the Lien Documents, the Independent Amount and any other security posted in connection with this Agreement is to be construed as security for the performance by the Company of its obligations expressly set out in this Agreement. The Company will account for transactions arising hereunder in accordance with GAAP however. MISCELLANEOUS 30.1 If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect. 30.2 The terms of this Agreement constitute the entire agreement between the Parties with respect to the matters set forth in this Agreement, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties. This Agreement shall not be modified or changed except by written instrument executed by the Parties’ duly authorized representatives. 30.3 No promise, representation or inducement has been made by either Party that is not embodied in this Agreement or the Transaction Documents, and neither Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth. 30.4 Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement. 30.5 Nothing expressed or implied in this Agreement is intended to create any rights, obligations or benefits under this Agreement in any person other than the Parties and their successors and permitted assigns. 30.6 All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive for the time periods specified herein. 30.7 This Agreement may be executed by the Parties in separate counterparts and initially delivered by facsimile transmission, pdf or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument. 30.8 All transactions hereunder are entered into in reliance on the fact that this Agreement and all such transactions constitute a single, integrated agreement between the Parties, and the Parties would not have otherwise entered into any other transactions hereunder. 30.9 In the event of a conflict between any of the Transaction Documents and this Agreement, the term and conditions contained in this Agreement shall control (except solely with respect to any fees, amounts and payments set forth in the Fees and Adjustments Letter).

 
114 13585990v13 30.10 Macquarie and the Company shall consult with each other with regard to all press releases or other announcements to the general public issued or made at or prior to the Effective Date concerning this Agreement or the transactions contemplated herein, and, except as may be required by Applicable Laws, neither Company nor Macquarie shall issue any such press release or other announcement to the general public without the prior written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall be obligated to hold all specific terms and provisions of this Agreement strictly confidential until the expiration of two years following the Termination Date under this Agreement. Nothing contained in this Section 30.10 shall prohibit, limit or restrict disclosures by the Company or Macquarie that are (i) required by Applicable Laws, including any federal or state securities laws, (ii) any court order, judgment or decree, or (iii) ordered, directed, required or suggested by any Governmental Authority. ENVIRONMENTAL ATTRIBUTES 31.1 LCFS AND OTHER APPLICABLE PROGRAM REGISTRATION. The Company shall be responsible for applying for, obtaining and maintaining any and all Registrations and other approvals or authorizations that are necessary for the generation of Fuel Credits in compliance with the LCFS and any other Applicable Program. The Company shall, at the Company’s expense, submit an application for, obtain and maintain, the LCFS Pathway registration. The Company shall, at the Company’s expense, submit an application for, obtain and maintain Registrations required by any other Applicable Program. The Company shall be responsible for any ongoing reporting and costs associated with integrity and compliance of the LCFS Pathway, including third party verification costs. The Company shall fulfill all requirements under the LCFS and any other Applicable Program, as may be applicable, to generate LCFS and, if applicable, other Renewable Fuel Credits. 31.2 RFS REGISTRATION. The Company shall, at the Company’s expense, submit an application for, obtain and maintain, the RFS Pathway registration for the Renewable Diesel Project and other approvals or authorizations that are necessary for the generation of Q-RINs. The Company shall be responsible for any ongoing reporting associated with integrity and compliance of the RFS Pathway, including QAP costs and other third party verification costs. The Company shall fulfill all requirements under the RFS to generate RIN Credits. 31.3 LCFS CREDITS. The Company shall maintain a LCFS Account as a Fuel Production Facility established under the LCFS Reporting Tool and Credit Bank and Transfer System and in accordance with CARB requirements. 31.4 BTCs. The Company will earn and hold BTCs credits for its account or such BTCs credits shall be imputed to be held by or credited for the account of the Company from time to time with respect to renewable diesel blended with petroleum diesel to produce a mixture containing at least 0.1% petroleum diesel fuel. 31.5 RINs. (a) The Company shall maintain an EMTS Account with EPA's Central Data Exchange, EMTS. The Company's company name in EMTS is “Montana Renewables,

 
115 13585990v13 LLC” and identifier is 1876. The Company will earn and hold RINs for its account from time to time with respect to sales of Renewable Product by the Company to third parties in its EMTS Account, which RINs are held, or imputed to be held or credited, for the account of the Company. At all times from and after the Commencement Date, all such RINs held by, or imputed to be held or credited for the account of, the Company shall be subject to a perfected Lien in favor of Macquarie, from and after the occurrence and during the continuance of an Event of Default, as further described in the Pledge and Security Agreement (RINs), pursuant to the Lien Documents to secure all of the Transaction Obligations. (b) Notwithstanding anything to the contrary in any Transaction Document, Macquarie and the Company agree that, upon the occurrence and during the continuance of an Event of Default, Macquarie may deliver to the Company written notice of such Event of Default and that Macquarie will take control of all Permitted Feedstock and Renewable Product located in Included Locations, together with all RINs related thereto. Upon receipt of such written notice, at Macquarie’s direction, the Company shall (i) undertake all commercially reasonable efforts to certify all RINs associated with such Renewable Product for the account of Macquarie (x) as and when produced upstream by the renewable diesel unit at the Refinery and (y) that had previously been produced and located in any Included Renewable Product Tank and (ii) otherwise cause Macquarie to realize the economic benefit of such RINs. It is understood and agreed that all such certified RINs will initially, upon certification, be held in and credited to the EMTS Account of the Company. On a continuing basis, as such certified RINs are created, the Company shall immediately transfer such RINs from the EMTS Account of the Company to the EMTS Account of Macquarie or to any other EMTS Account as directed by Macquarie. 31.6 Other Environmental Attributes. To the extent that the Company earns and/or holds for its account from time to time any other Environmental Attributes not covered by Sections 31.1, 31.2 and 31.3 above with respect to the production and/or sale of Renewable Products at the Refinery, such other Environmental Attributes shall from and after the Commencement Date be subject to a perfected Lien in favor of Macquarie pursuant to the Lien Documents to secure all of the Transaction Obligations. 31.7 Further Assurances; Notice. The Company shall take all commercially reasonable efforts pursuant to Section 18.3(f) or otherwise to assist and to confirm that Macquarie has all necessary information and documentation in order to make, to the extent applicable, all Environmental Attributes under this Article 31, from and after the Commencement Date, subject to a perfected Lien in favor of Macquarie pursuant to the Lien Documents to secure all of the Transaction Obligations. At the end of each day, the Company shall furnish Macquarie with a written report regarding Environmental Attributes acquired or created with respect to the production and/or sale of Renewable Products at the Refinery during each such day, including all relevant and necessary information with respect thereto.

 
116 13585990v13 MINIMUM LIQUIDITY REQUIREMENT 32.1 Liquidity. The Company shall not permit its Liquidity to be less than $11,250,000 at any time. UNWIND PROCEDURES 33.1 Unwind Procedures. From and after the Effective Date, the Company and Macquarie shall use commercially reasonable efforts to cooperate to develop and document, by no later than the date falling 180 days after the Effective Date, a detailed set of terms and procedures relating to the unwind of the transactions contemplated by this Agreement and the other Transaction Documents upon the expiration or early termination of this Agreement, including, without limitation, in relation to the removal of all Macquarie’s Renewables from the Included Locations, and the Company and Macquarie shall amend this Agreement, the Storage Facilities Agreement and other applicable Transaction Documents as necessary to reflect such terms and procedures. [Remainder of Page Intentionally Left Blank]

 
[Signature Page to Supply and Offtake Agreement] IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative as of the date first above written. MACQUARIE ENERGY NORTH AMERICA TRADING INC. By: /s/ Ozzie Pagan Name: Ozzie Pagan Title: Executive Director By: /s/ Tara Teeter Name: Tara Teeter Title: Division Director MONTANA RENEWABLES, LLC By: /s/ Vincent Donargo Vincent Donargo Executive Vice President and Chief Financial Officer

 
Schedule C-2 13585990v13 Schedule C-2 Monthly True-Up Amounts I. Definitions “Aggregate Intermediation Hedge True-Up Amount” has the meaning specified in Schedule C-1. “Aggregate Monthly Renewable Product Sales Fee” means the sum of the Renewable Product Sales Fees earned by Macquarie during a Delivery Month. “Applicable Index Value” means the Current Month Pricing Benchmark on any given Business Day for a Renewable Product Group. “Applicable True-Up Index Value” means, for any true up calculation for a calendar month, the spot price for the relevant index used to calculate the Current Month Pricing Benchmark for a Renewable Product Group on the first Business Day of the first Delivery Month after the calendar month for which a true up is to be calculated, plus or minus the Differential (if any) set forth and determined in accordance with Schedule B for such first Delivery Month. “Average Applicable Index Value” means the sum of the Applicable Index Values for each Business Day in a Delivery Month divided by the number of Business Days in the Delivery Month; provided, however, for the Delivery Month in which the Effective Date occurs and the last Delivery Month prior to termination, the ‘Average Applicable Index Value’ shall be calculated by taking into account only those Business Days during such Delivery Month on which this Agreement was in effect and the Applicable Index Prices on such Business Days (exclusive of the Effective Date and Termination Date, as applicable). “Deferred Payment Amount Fee” has the meaning specified in and shall be calculated in accordance with the Fees and Adjustments Letter. “Environmental Attribute Value Capital Fee” has the meaning specified in and shall be calculated in accordance with the Fees and Adjustments Letter. “Inventory Capital Fee” has the meaning specified in and shall be calculated in accordance with the Fees and Adjustments Letter. “Monthly Permitted Feedstock Cover Costs” has the meaning specified in and shall be calculated in accordance with Section 7.7(b) of the Supply and Offtake Agreement. “Monthly Permitted Feedstock Sale Adjustment” has the meaning specified in and shall be calculated in accordance with Section 6.7 of the Supply and Offtake Agreement. “Monthly Facilities Fee” has the meaning specified in and shall be calculated in accordance with Section 4 of the Storage Facilities Agreement. “Monthly Intermediation Fee” has the meaning specified in and shall be calculated in accordance with the Fees and Adjustments Letter.

 
Schedule C-2 13585990v13 “Monthly Renewable Product Cover Costs” has the meaning specified in and shall be calculated in accordance with Section 7.7(a) of the Supply and Offtake Agreement. “Monthly Renewable Product Purchase Adjustment” has the meaning specified in and shall be calculated in accordance with Section 8.11(b) of the Supply and Offtake Agreement. “Monthly Renewable Product Sale Adjustment” has the meaning specified in and shall be calculated in accordance with Section 8.11(a) of the Supply and Offtake Agreement. “Monthly Services Fee” has the meaning specified in and shall be calculated in accordance with the Fees and Adjustments Letter. “Monthly Third Party Permitted Feedstock Sale Adjustment” has the meaning specified in and shall be calculated in accordance with Section 6.8 of the Supply and Offtake Agreement. “Renewable Product Sales Fee” has the meaning specified in and shall be calculated in accordance with Section 2.2(a) of the Marketing and Sales Agreement. “Total Inventory Valuation Adjustment” has the meaning specified in and shall be calculated in accordance with Schedule A to the Fees and Adjustments Letter. “Unpaid Ancillary Costs” means any Ancillary Costs (as defined in the SOA) that Company has not yet paid to Macquarie at the end of each Delivery Month in accordance with Section 9.1(c) of the Supply and Offtake Agreement. II. Calculation of Aggregate Monthly Settlement Amount “Aggregate Monthly Settlement Amount” means the sum total of the Monthly Settlement Amounts for each Renewable Product Group in any Delivery Month. “Monthly Settlement Amount” means for any Renewable Product Group in any Delivery Month (i) the (a) Target Inventory Settlement minus the (b) Total Daily Settlements, plus (ii) (c) the Variance True-Up Amount. (a) “Target Inventory Settlement” means the product of the Monthly Variance Volume, multiplied by the Average Applicable Index Value.  “Monthly Variance Volume” means the Target Month-End Volume for the current Delivery Month minus the prior Month’s Ending In-Tank Inventory. o “Target Month-End Volume” means for each Renewable Product, the Target Month-End Renewable Product Inventory Volume for the applicable Renewable Product, and for Permitted Feedstock, the Target Month-End Permitted Feedstock Inventory Volume. o “Ending In-Tank Inventory” means for each Renewable Product, the Ending In- Tank Renewable Product Inventory for the applicable Renewable Product, and for Permitted Feedstock, the Ending In-Tank Permitted Feedstock Inventory.

 
Schedule C-2 13585990v13 (b) “Total Daily Settlements” means for each Renewable Product Group, the Total Daily Renewable Product Settlements, and for Permitted Feedstock, the Total Daily Permitted Feedstock Settlements.  “Total Daily Permitted Feedstock Settlements” means the total amount invoiced in a Delivery Month for the Company Interim Tank Permitted Feedstock Payments minus the total amount invoiced in a Delivery Month for the Macquarie Interim Permitted Feedstock Payments pursuant to Section 10.1 of the Supply and Offtake Agreement. o “Macquarie Interim Permitted Feedstock Payment” means the value of the Permitted Feedstock identified in the Macquarie Interim Payment invoice. o “Company Interim Tank Permitted Feedstock Payments” has the meaning specified in and shall be calculated in accordance with Section 10.1(b)(i)(B) in the Supply and Offtake Agreement.  “Total Daily Renewable Product Settlements” means for each Renewable Product Group, the total amount invoiced in a Delivery Month for the Company Interim Renewable Product Payment minus the total amount invoiced in a Delivery Month for the for the Macquarie Interim Renewable Product Payment. o “Macquarie Interim Renewable Product Payment” means the value of the relevant Renewable Product Group identified in the Macquarie Interim Payment invoice. o “Company Interim Renewable Product Payment” has the meaning specified in and shall be calculated in accordance with Section 10.1(b)(ii) of the Supply and Offtake Agreement. (c) “Variance True-Up Amount” means the product of the True-Up Volume, multiplied by the Applicable True-Up Index Value on the first Business Day of the next Delivery Month.  “True-Up Volume” means the Actual Inventory Change minus the Monthly Variance Volume.  “Actual Inventory Change” means the Ending In-Tank Inventory of the then-current Delivery Month minus the Ending In-Tank Inventory of the immediately prior Delivery month. III. Calculation of Transaction Costs “Transaction Costs” means the sum of (i) the Target Inventory Transaction Costs and (ii) the True-Up Volume Transaction Costs.  “Target Inventory Transaction Costs” means the product of the absolute value of the Monthly Variance Volume multiplied by $0.063/Barrel.  “True-Up Volume Transaction Costs” means the product of the absolute value of the True-Up Volume multiplied by $0.063/Barrel.

 
Schedule C-2 13585990v13 IV. Calculation of the Monthly True-Up Amount The Month True-Up Amount shall be equal to: (i) Aggregate Monthly Settlement Amount [Part II], plus (ii) Transaction Costs [Part III], plus (iii) Inventory Capital Fee [Fees and Adjustments Letter], plus (iv) Deferred Payment Amount Fee [Fees and Adjustments Letter], plus (v) Monthly Intermediation Fee [Fees and Adjustments Letter], plus (vi) Monthly Services Fee [Fees and Adjustments Letter], plus/minus (as the case may be) (vii) Total Inventory Valuation Adjustment [Fees and Adjustments Letter], minus (viii) Monthly Facilities Fee [Storage Facilities Agreement], plus (ix) Unpaid Ancillary Costs [9.1(c)], plus (x) Counterparty Permitted Feedstock Sales Fee [6.5], plus (xi) Aggregate Monthly Renewable Product Sales Fee [8.12], plus (xii) Monthly Permitted Feedstock Cover Costs [7.7(b)], plus (xiii) Monthly Renewable Product Cover Costs [7.7(a)], plus/minus (as the case may be) (xiv) Monthly Third Party Permitted Feedstock Sale Adjustment [6.8(c)], plus/minus (as the case may be) (xv) Monthly Permitted Feedstock Sale Adjustment [6.7(c)], plus/minus (as the case may be) (xvi) Monthly Renewable Product Sale Adjustment [8.11(a)], plus/minus (as the case may be) (xvii) Monthly Renewable Product Purchase Adjustment [8.11(b)], plus (xviii) Environmental Attribute Value Capital Fee [Fees and Adjustments Letter], plus/minus (as the case may be) (xix) Aggregate Intermediation Hedge True-Up Amount [Schedule C-1].

 
Schedule L 13585990v13 Schedule L Existing Financing Agreements 1. Stonebriar Sale and Leaseback Agreements 2. Wells Fargo Credit Agreement

 
Schedule 1 to Supply and Offtake Agreement Page 1 13585990v13 Schedule 1 Refinery [Note: descriptions to be taken from the conveyance documents in respect of the Sale Agreement]

 
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Schedule 1 to Supply and Offtake Agreement Page 8 13585990v13 TANKS: Company: Service: Cap, bbls Work Cap, bbls Tk-029 MRL Rdiesel 19,724 15,779 Tk-050 MRL Rfeed 19,514 15,611 Tk-102 MRL Rfeed 19,495 15,596 Tk-112 MRL Rslop 54,001 43,201 Tk-116 MRL Rdiesel 43,001 34,401 Tk-128 MRL Rdiesel 17,124 13,699 Tk-140 MRL Rfeed 109,573 87,658 Tk-301 MRL Rfeed 109,573 87,658 Tk-302 MRL Rfeed 19,514 15,611 Tk-303 MRL Rfeed 20,000 16,000 Tk-304 MRL Rnaphtha 20,000 16,000 Tk-305 MRL Rdiesel 100,000 80,000 Tk-306 MRL Rkero 8,000 6,400 Tk-307 MRL Rkero 8,000 6,400 Tk-308 MRL Rkero 20,000 16,000

 
Schedule 1 to Supply and Offtake Agreement Page 9 13585990v13

 
Schedule 1 to Supply and Offtake Agreement Page 10 13585990v13

 
Schedule 1.1(A) to Supply and Offtake Agreement 13585990v13 Schedule 1.1(A) Specified Company Locations Third Party Locations: (1) BNSF Railway Company rail yard located at 611 American Avenue, Great Falls, Montana 59404 and in transit from such rail yard via the rail line to the Refinery in Great Falls, Montana owned or leased and operated by Montana Renewables, LLC, such rail line continuing inside the Refinery gate up to the Permitted Feedstock Intake Point, including via railcars operated by BNSF Railway Company or any other transportation entity or the Company Company Owned Locations: (1) Processing units, internal pipe systems, loading racks and certain tanks located at the Refinery owned or leased and operated by Montana Renewables, LLC, which Refinery is located at 1807 3rd Street NW, Great Falls, Montana 59404 (2) Railcars located at the Refinery described above

 

Exhibit 10.3 13554436v9 SIXTH AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT THIS SIXTH AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT (this “Sixth Amendment”) is entered into as of the Sixth Amendment Closing Date (as defined below) by and among Macquarie Energy North America Trading Inc., a Delaware corporation (“Macquarie”), Calumet Shreveport Refining, LLC, a Delaware limited liability company (the “Company”), and the other undersigned parties hereto. RECITALS A. Macquarie and the Company entered into that certain Supply and Offtake Agreement dated June 19, 2017 (as amended by the Assumption Agreement, the First Amendment thereto, the Second Amendment thereto, the Third Amendment thereto, the Fourth Amendment thereto, the Fifth Amendment thereto and as otherwise amended, restated, supplement or modified from time to time, the “Supply and Offtake Agreement”). B. Macquarie and the Company have agreed to amend certain provisions of the Supply and Offtake Agreement, to enter into certain agreements and to provide certain other accommodations in connection therewith, and each of Macquarie and the Company is willing to enter into such amendments and agreements and to provide such accommodations, as more particularly described herein, subject to the terms and conditions of this Sixth Amendment. C. Capitalized terms used but not defined in this Sixth Amendment have the meanings set forth therefor in the Supply and Offtake Agreement. AGREEMENTS AND AMENDMENTS NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned parties hereby agree as follows: Amendments to Supply and Offtake Agreement. (a) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by adding the following new definitions in their proper alphabetical order: “Daily SOFR” means, on any day, overnight SOFR on the day that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided that if as of 5:00 p.m. (New York City time) on any such day such rate has not been published by the Term SOFR Administrator, then Daily SOFR will be overnight SOFR as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such rate was published by the Term SOFR Administrator. “Sixth Amendment” means the Sixth Amendment to Supply and Offtake Agreement dated as of the Sixth Amendment Closing Date by and among Macquarie, Calumet Shreveport Refining, LLC, Parent and Calumet Refining. “Sixth Amendment Closing Date” means November 2, 2022.

 
2 13554436v9 “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Daily SOFR). “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. (b) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by deleting the following defined term in its entirety from the Supply and Offtake Agreement: “LIBOR”. Each occurrence of the foregoing term in the Supply and Offtake Agreement is hereby deleted and of no further force and effect. (c) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by deleting the following defined terms in their entirety and replacing them with the following definition: “Default Interest Rate” means the lesser of (i) Daily SOFR plus four hundred sixty five (465) basis points and (ii) the maximum rate of interest permitted by Applicable Law.” “Senior Notes” means, collectively, (a) $550,000,000 aggregate principal amount of 11.00% unsecured senior notes due 2025 issued pursuant to the 2019 Senior Notes Indenture (as defined in the definition of Senior Notes Indentures), (b) $325,000,000 aggregate principal amount of 8.125% unsecured senior notes due 2027 issued pursuant to the 2022 Senior Notes Indenture (as defined in the definition of Senior Notes Indentures), and (c) any subsequent offering of senior unsecured notes, without regard to principal amount, having a maturity date that is at or after April 15, 2021, in each case issued by Parent and Calumet Finance. “Senior Notes Indentures” means, collectively, (a) that certain Indenture, dated as of October 11, 2019, by and among Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association, as trustee (the “2019 Senior Notes Indenture”), (b) that certain Indenture, dated as of January 20, 2022, by and among Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association, as trustee (the “2022 Senior Notes Indenture”), and (c) any note purchase agreement, indenture or other agreement evidencing any other Senior Notes or any refinancing of the foregoing permitted by the terms of the Senior Notes Documents, the Hedge Intercreditor Agreement and such other Finance Documents.

 
3 13554436v9 “Senior Secured Notes” means (a) up to $200,000,000 aggregate principal amount of 9.25% senior secured notes due 2024 issued by Parent and Calumet Finance pursuant to the Senior Secured Notes Indenture, and (b) any subsequent offering of senior secured notes, without regard to principal amount, having a maturity date that is at or after April 15, 2021, in each case issued by Parent and Calumet Finance. “Senior Secured Notes Indenture” means that certain Indenture, dated as of August 5, 2020, by and among Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association as trustee. (d) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by amending the definition of “Financing Agreement” to replace the reference to “Subsidiaries” in the last line thereof with a reference to “Restricted Subsidiaries”. (e) Section 3.1, Term, of the Supply and Offtake Agreement is hereby amended by replacing the reference to “June 30, 2023” in the second sentence of such section with a reference to “June 30, 2026”. (f) Section 3.2, Early Termination Rights, of the Supply and Offtake Agreement is hereby amended by replacing the reference to “June 30, 2022” in the fifth line of sub clause (a) of such section with a reference to “September 30, 2025”. (g) Section 16.1, Insurance Coverages, of the Supply and Offtake Agreement is hereby amended by amending and restating clause (f) thereof with the following language: (f) Umbrella/excess liability coverage providing coverage with respect to the coverage required under Sections 16.1(c), Section 16.1(d)(ii) and Section 16.1(e) in a minimum amount of $175,000,000 per occurrence and in the aggregate; provided that, if at any time after the Sixth Amendment Closing Date, Macquarie determines after review of such liability coverage that the minimum amount of such liability coverage should be increased, in its reasonable commercial judgment, then, in such case, if, for any period of time that the Company does not increase such liability coverage to such increased minimum amount, after receiving written request of Macquarie to do so by a date certain as set forth in such request, and Macquarie obtains such increased portion of such liability coverage under its own applicable insurance policies resulting in an increase in Macquarie’s insurance premiums thereunder for having obtained such increase in liability coverage, then the Company shall reimburse Macquarie for such increase in premiums promptly upon written request of Macquarie, and, in any event, within five (5) Business Days of such request. No action by Macquarie to obtain such additional liability coverage shall be deemed (i) a waiver of the Company’s obligation to obtain any such additional liability coverage or (ii) an agreement or obligation of Macquarie to obtain such additional liability coverage. For the avoidance of doubt, such reimbursement obligations shall constitute Transaction Obligations hereunder until paid by the Company.

 
4 13554436v9 (h) Section 16.1, Insurance Coverages, of the Supply and Offtake Agreement is hereby amended by amending and restating clause (g) thereof with the following language: (g) Stock throughput coverage providing coverage with respect to Crude Oil and Products in a minimum aggregate amount of $100,000,000. (i) Section 16.2, Additional Insurance Requirements, of the Supply and Offtake Agreement is hereby amended by (i) amending and restating clauses (a) and (b) thereof with the following language and (ii) adding the following new clause (f) to the end of such section: (a) The foregoing policies in Section 16.1 and the policies described in Section 16.2(e), in each case, shall include or provide that the underwriters waive all rights of subrogation against Macquarie and the insurance is primary without contribution from Macquarie’s insurance. The foregoing policies in Section 16.1 and the policies described in Section 16.2(e) shall, in each case, include (i) Macquarie as additional insured (other than for insurance under Schedule 16.1(g)) and (ii) Macquarie as loss payee under Sections 16.1(b) and (g) and 16.2(e) only. (b) The Company shall cause its insurance carriers or its authorized insurance broker to furnish Macquarie with insurance certificates, in Acord form or equivalent, and copies of the applicable insurance policies evidencing the existence of the coverages and the endorsements required above and in Section 16.2(e) below; provided that, notwithstanding the foregoing, the Company shall provide an insurance certificate, in Acord form, with respect to the insurance coverage under Section 16.1(g) within five days of the Sixth Amendment Closing Date. The Company shall provide thirty (30) days’ written notice prior to cancellation or material modification of insurance becoming effective. The Company also shall provide renewal certificates and updated copies of each applicable insurance policy prior to expiration of any such policy. (f) Within five days after the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2022, the Company shall provide a written statement to Macquarie, in form and substance reasonably satisfactory to Macquarie, confirming that the applicable foregoing insurance policies are in full force and effect and that such policies are in compliance with the requirements of this Agreement, including this Article 16 hereof, detailing any changes made to such insurance policies since the last written statement was delivered, and providing a representation that the Company is in compliance with all of the insurance requirements under and with respect to this Agreement and the other Transaction Documents. (j) Article 18, Representations, Warranties and Covenants, of the Supply and Offtake Agreement is hereby amended by amending and restating Section 18.4 thereof with the following language: "[Reserved]"

 
5 13554436v9 (k) Article 18, Representations, Warranties and Covenants, of the Supply and Offtake Agreement is hereby amended by adding a new clause (o) at the end of Section 18.2 thereof to read as follows: (o) The Company shall provide a written update to Macquarie immediately upon obtaining knowledge thereof, and in any event within one (1) Business Day, in respect of any breach or default that has occurred under any Financing Agreement and the current status thereof. (l) Article 18, Representations, Warranties and Covenants, of the Supply and Offtake Agreement is hereby amended by adding the following new Section 18.7 to the end of such Article 18: "Section 18.7 SOFR Covenants. To the extent interest rates based on SOFR for any reason are no longer available in the market, are unable to be determined or otherwise become illegal in any way, Macquarie, using its commercially reasonable judgment, will, in consultation with the Company, determine a per annum rate of interest reasonably equivalent to SOFR plus the agreed applicable margin, until such time as Macquarie determines that SOFR is again available, if at all, for determining interest rates." (m) Section 19.2, Remedies, of the Supply and Offtake Agreement is hereby amended by deleting the first sentence of clause (b) of such section in its entirety and replacing it with the following language: Termination/Settlement Amount. Notwithstanding any other provision of this Agreement, if an Event of Default has occurred and is continuing with respect to the Defaulting Party, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement (and any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document) and, subject to Section 19.2(c), to liquidate and terminate any or all rights and obligations under this Agreement and such other Transaction Documents; provided that, in the event Macquarie is the Non-Defaulting Party, this Agreement shall not be deemed to have terminated in full until Macquarie shall have (A) disposed of all Crude Oil and Products owned or maintained by Macquarie in which Macquarie has lien or other rights in connection herewith, (B) exercised in full all of its rights and remedies with respect to the Hydrocarbon Credit Support and (C) received evidence satisfactory to Macquarie that the Company has met all of its obligations and requirements under Section 20.1(a) and such obligations and requirements shall have otherwise been satisfied in full; provided further that the parties agree that solely for purposes of this sub clause (C), any reference to “Termination Date” as set forth in Section 20.1(a) shall be a reference to any applicable date(s) with respect to the completion of such foregoing obligations and requirements under this Section 19.2(b).

 
6 13554436v9 (n) Section 19.2, Remedies, of the Supply and Offtake Agreement is hereby amended by deleting the last sentence of clause (c) of such section in its entirety and replacing it with the following language: “In calculating the Settlement Amount, the Non-Defaulting Party shall discount to present value (in any commercially reasonable manner based on prevailing SOFR rates for the applicable period and currency) any amount which would be due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation.” Conditions Precedent. This Sixth Amendment shall be effective on the date when the following conditions precedent have been satisfied: (a) Macquarie and the Company shall each have received this Sixth Amendment duly executed by Macquarie, the Company, Parent and Calumet Refining; (b) Macquarie shall have received, on or prior to the Sixth Amendment Closing Date, payment of all fees, expenses and other amounts due, payable and required to be reimbursed or paid by the Company hereunder, under the Fees and Adjustments Letter or any other Transaction Document on or prior to such date; (c) Macquarie shall have received an omnibus officer certificate in respect of the Parent, Calumet Refining and the Company certifying as to incumbency, due authorization, board approval and resolutions of such Persons and certifying as to true and accurate copies of such Person’s organizational documents; (d) Macquarie shall have received an opinion of counsel of the Company, in form and substance satisfactory to Macquarie, covering such matters as Macquarie shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents; and no breach or violation of the Existing Financing Agreements; and (e) Macquarie and the Company shall each have received such other documents and deliveries from each other as each may reasonably request. Representations, Warranties and Covenants. Each of Macquarie, the Company and Calumet Refining represents and warrants to each other that (i) it possesses all requisite power and authority to execute, deliver and comply with the terms of this Sixth Amendment, (ii) no other consent of any Person (other than, in respect of the Company, a consent of the Parent in respect of its Guaranty, which is set forth herein) is required for this Sixth Amendment to be effective, and (iii) the execution and delivery of this Sixth Amendment does not violate its respective organizational documents. Ratification of Guaranty. Parent hereby acknowledges and ratifies and reaffirms its guaranty of the Guaranteed Obligations under and as defined in the Guaranty, and all of its obligations under and in respect thereof, in favor of Macquarie, and agrees that such Guaranty remains in full force and effect and continues to be the legal, valid, and binding obligation of Parent enforceable in accordance with its terms (as the same are modified by this Sixth Amendment). Parent confirms and agrees that neither the execution of this Sixth

 
7 13554436v9 Amendment nor the consummation of the transactions described herein shall in any way affect, impair or limit the covenants, liabilities, obligations and duties of Parent under the Guaranty. Scope of Amendment; Reaffirmation. (a) All references hereafter to the Supply and Offtake Agreement shall refer to the Supply and Offtake Agreement as amended by this Sixth Amendment. Except as modified by this Sixth Amendment and by other amendments to the Transaction Documents, the Transaction Documents are unchanged and continue in full force and effect. However, in the event of any inconsistency between the terms of the Supply and Offtake Agreement (as amended by this Sixth Amendment) and any other Transaction Document (as amended), the terms of the Supply and Offtake Agreement shall control (except solely with respect to any fees, amounts and payments set forth in the Fees and Adjustments Letter, as amended from time to time, as to which the Fees and Adjustments Letter shall control) and such other document (other than the Fees and Adjustments Letter) shall be deemed to be amended to conform to the terms of the Supply and Offtake Agreement. (b) Each of Macquarie, the Company and Calumet Refining hereby reaffirms its obligations under the Transaction Documents to which it is a party and agrees that all Transaction Documents to which it is a party remain in full force and effect and continue to be its legal, valid, and binding obligations enforceable in accordance with their terms (as the same are modified by this Sixth Amendment). Calumet Refining, by its execution of this Sixth Amendment, hereby ratifies and affirms the Fifth Amendment for all purposes. Miscellaneous. (a) Form. Each agreement, document, instrument or other writing to be furnished to Macquarie and the Company, as applicable, under any provision of this Sixth Amendment must be in form and substance satisfactory to the parties hereto and their counsel. (b) Headings. The headings and captions used in this Sixth Amendment are for convenience only and will not be used to construe the meaning or intent of the terms of this Sixth Amendment, the Supply and Offtake Agreement, or the other Transaction Documents. (c) Successors and Permitted Assigns. This Sixth Amendment is binding upon, and inures to the benefit of the parties to this Sixth Amendment and their respective successors and permitted assigns. Unless otherwise provided in the Transaction Documents, all covenants, agreements, indemnities, representations and warranties made in any of the Transaction Documents survive and continue in effect as long as the Transaction Obligations are outstanding. Nothing expressed or implied in this Sixth Amendment is intended to create any rights, obligations or benefits under the Supply and Offtake Agreement, as amended hereby, in any person other than the parties thereto and hereto and their respective successors and permitted assigns.

 
8 13554436v9 (d) Invalidity. If any Article, Section or provision of this Sixth Amendment shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from the Supply and Offtake Agreement, as amended hereby, and the remaining portions of the Supply and Offtake Agreement, as amended hereby, shall remain in full force and effect. (e) Multiple Counterparts. This Sixth Amendment may be executed in one or more counterparts by the parties hereto and initially delivered by facsimile transmission, pdf or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument. (f) GOVERNING LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE. (g) FINAL AGREEMENT. THE TERMS OF THIS SIXTH AMENDMENT, THE SUPPLY AND OFFTAKE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND THERETO WITH RESPECT TO THE MATTERS SET FORTH HEREIN AND THEREIN, AND NO REPRESENTATIONS OR WARRANTIES SHALL BE IMPLIED OR PROVISIONS ADDED IN THE ABSENCE OF A WRITTEN AGREEMENT TO SUCH EFFECT BETWEEN THE PARTIES HERETO OR THERETO. THIS SIXTH AMENDMENT, THE SUPPLY AND OFFTAKE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS 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. No promise, representation or inducement has been made by any party hereto or thereto that is not embodied in the Supply and Offtake Agreement, as amended by this Sixth Amendment, or the other Transaction Documents, and no party hereto or thereto shall be bound by or liable for any alleged representation, promise or inducement not so set forth herein or therein. [SIGNATURES ON FOLLOWING PAGES.]

 
Sixth Amendment to Supply and Offtake Agreement IN WITNESS WHEREOF, this Sixth Amendment is executed effective as of the Sixth Amendment Closing Date. MACQUARIE ENERGY NORTH AMERICA TRADING INC. By: /s/ Ozzie Pagan Name: Ozzie Pagan Title: Executive Director By: /s/ Tara Teeter Name: Tara Teeter Title: Division Director

 
Sixth Amendment to Supply and Offtake Agreement CALUMET SHREVEPORT REFINING, LLC By: Calumet Refining, LLC, its sole member By: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ Vincent Donargo Name: Vincent Donargo Title: Executive Vice President and Chief Financial Officer Agreed and accepted by Calumet Refining, LLC solely for purposes of evidencing its assent to Articles III and V(b) of this Sixth Amendment: CALUMET REFINING, LLC By: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ Vincent Donargo Name: Vincent Donargo Title: Executive Vice President and Chief Financial Officer

 
Sixth Amendment to Supply and Offtake Agreement Agreed and accepted by Parent solely for purposes of evidencing its assent to Article IV of this Sixth Amendment: CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. By: Calumet GP, LLC, its general partner By: /s/ Vincent Donargo Name: Vincent Donargo Title: Executive Vice President and Chief Financial Officer

 

Exhibit 10.4 13554461v10 TENTH AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT THIS TENTH AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT (this “Tenth Amendment”) is entered into as of the Tenth Amendment Closing Date (as defined below) by and among Macquarie Energy North America Trading Inc., a Delaware corporation (“Macquarie”), Calumet Montana Refining, LLC, a Delaware limited liability company (the “Company”), and the other undersigned parties hereto. RECITALS A. Macquarie and the Company entered into that certain Supply and Offtake Agreement dated March 31, 2017 (as amended by that certain First Amendment thereto, the Second Amendment thereto, the Third Amendment thereto, the Fourth Amendment thereto, the Fifth Amendment thereto, the Sixth Amendment thereto, the Seventh Amendment thereto, the Eighth Amendment thereto, the Ninth Amendment thereto and as otherwise amended, restated, supplement or modified from time to time, the “Supply and Offtake Agreement”). B. Macquarie and the Company have agreed to amend certain provisions of the Supply and Offtake Agreement and certain other Transaction Documents, to enter into certain agreements and to provide certain other accommodations in connection therewith, and each of Macquarie and the Company is willing to enter into such amendments and agreements and to provide such accommodations, as more particularly described herein, subject to the terms and conditions of this Tenth Amendment. C. Macquarie and the Company agree that (a) Macquarie and the Company are entering into this Tenth Amendment in order to accommodate certain amendments thereto, as more particularly described herein, and (b) Macquarie and the Company and their respective Affiliates will receive one or more material benefits from the entry into such agreements. D. Capitalized terms used but not defined in this Tenth Amendment have the meanings set forth therefor in the Supply and Offtake Agreement. AGREEMENTS AND AMENDMENTS NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned parties hereby agree as follows: Amendments to Supply and Offtake Agreement. (a) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by adding the following new definitions in their proper alphabetical order: “Daily SOFR” means, on any day, overnight SOFR on the day that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided that if as of 5:00 p.m. (New York City time) on any such day such rate has not been published by the Term SOFR Administrator, then Daily SOFR will be overnight SOFR as published by

 
2 13554461v10 the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such rate was published by the Term SOFR Administrator. “Second A/R Storage Facilities Agreement” means that certain Second Amended and Restated Storage Facilities Agreement dated as of the Tenth Amendment Closing Date by and between Macquarie and the Company, as amended, restated, supplement or otherwise modified from time to time. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Tenth Amendment” means the Tenth Amendment to Supply and Offtake Agreement, dated as of the Tenth Amendment Closing Date, by and among Macquarie, the Company, Parent and certain other parties thereto. “Tenth Amendment Closing Date” means November 2, 2022. “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Daily SOFR). “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. (b) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by deleting the following defined terms in their entirety from the Supply and Offtake Agreement: “LIBOR”, “Montana Renewables Letter Agreement”, “Montana Renewables Storage Facilities Agreement”, “Montana Renewables Tolling Agreement”, and “Stonebriar Acknowledgment Agreement” (as defined in Recital E of the Ninth Amendment). Each occurrence of any of the foregoing terms in the Supply and Offtake Agreement is hereby deleted and of no further force and effect. (c) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by deleting the following defined terms in their entirety and replacing them with the following: “Default Interest Rate” means the lesser of (i) Daily SOFR plus four hundred sixty five (465) basis points and (ii) the maximum rate of interest permitted by Applicable Law.” “Senior Notes” means, collectively, (a) $550,000,000 aggregate principal amount of 11.00% unsecured senior notes due 2025 issued pursuant to the 2019 Senior Notes Indenture (as defined in the definition of Senior Notes Indentures),

 
3 13554461v10 (b) $325,000,000 aggregate principal amount of 8.125% unsecured senior notes due 2027 issued pursuant to the 2022 Senior Notes Indenture (as defined in the definition of Senior Notes Indentures), and (c) any subsequent offering of senior unsecured notes, without regard to principal amount, having a maturity date that is at or after April 15, 2021, in each case issued by Parent and Calumet Finance. “Senior Notes Indentures” means, collectively, (a) that certain Indenture, dated as of October 11, 2019, by and among Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association, as trustee (the “2019 Senior Notes Indenture”), (b) that certain Indenture, dated as of January 20, 2022, by and among Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association, as trustee (the “2022 Senior Notes Indenture”), and (c) any note purchase agreement, indenture or other agreement evidencing any other Senior Notes or any refinancing of the foregoing permitted by the terms of the Senior Notes Documents, the Hedge Intercreditor Agreement and such other Finance Documents. “Senior Secured Notes” means (a) up to $200,000,000 aggregate principal amount of 9.25% senior secured notes due 2024 issued by Parent and Calumet Finance pursuant to the Senior Secured Notes Indenture, and (b) any subsequent offering of senior secured notes, without regard to principal amount, having a maturity date that is at or after April 15, 2021, in each case issued by Parent and Calumet Finance. “Senior Secured Notes Indenture” means that certain Indenture, dated as of August 5, 2020, by and among Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association as trustee. (d) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby amended by amending the definition of “Financing Agreement” to replace the reference to “Subsidiaries” in the last line thereof with a reference to “Restricted Subsidiaries”. (e) Section 3.1, Term, of the Supply and Offtake Agreement is hereby amended by replacing the reference to “June 30, 2023” in the second sentence of such section with a reference to “June 30, 2026”. (f) Section 3.2, Early Termination Rights, of the Supply and Offtake Agreement is hereby amended by replacing the reference to “June 30, 2022” in the fifth line of sub clause (a) of such section with a reference to “September 30, 2025”. (g) Section 16.1, Insurance Coverages, of the Supply and Offtake Agreement is hereby amended by amending and restating clause (f) thereof with the following language:

 
4 13554461v10 (f) Umbrella/excess liability coverage providing coverage with respect to the coverage required under Sections 16.1(c), Section 16.1(d)(ii) and Section 16.1(e) in a minimum amount of $175,000,000 per occurrence and in the aggregate; provided that, if at any time after the Tenth Amendment Closing Date, Macquarie determines after review of such liability coverage that the minimum amount of such liability coverage should be increased, in its reasonable commercial judgment, then, in such case, if, for any period of time that the Company does not increase such liability coverage to such increased minimum amount, after receiving written request of Macquarie to do so by a date certain as set forth in such request, and Macquarie obtains such increased portion of such liability coverage under its own applicable insurance policies resulting in an increase in Macquarie’s insurance premiums thereunder for having obtained such increase in liability coverage, then the Company shall reimburse Macquarie for such increase in premiums promptly upon written request of Macquarie, and, in any event, within five (5) Business Days of such request. No action by Macquarie to obtain such additional liability coverage shall be deemed (i) a waiver of the Company’s obligation to obtain any such additional liability coverage or (ii) an agreement or obligation of Macquarie to obtain such additional liability coverage. For the avoidance of doubt, such reimbursement obligations shall constitute Transaction Obligations hereunder until paid by the Company. (h) Section 16.1, Insurance Coverages, of the Supply and Offtake Agreement is hereby amended by amending and restating clause (g) thereof with the following language: (g) Stock throughput coverage providing coverage with respect to Crude Oil and Products in a minimum aggregate amount of $100,000,000. (i) Section 16.2, Additional Insurance Requirements, of the Supply and Offtake Agreement is hereby amended by (i) amending and restating clauses (a) and (b) thereof with the following language and (ii) adding the following new clause (f) to the end of such section: (a) The foregoing policies in Section 16.1 and the policies described in Section 16.2(e), in each case, shall include or provide that the underwriters waive all rights of subrogation against Macquarie and the insurance is primary without contribution from Macquarie’s insurance. The foregoing policies in Section 16.1 and the policies described in Section 16.2(e) shall, in each case, include (i) Macquarie as additional insured (other than for insurance under Schedule 16.1(g)) and (ii) Macquarie as loss payee under Sections 16.1(b) and (g) and 16.2(e) only. (b) The Company shall cause its insurance carriers or its authorized insurance broker to furnish Macquarie with insurance certificates, in Acord form or equivalent, and copies of the applicable insurance policies evidencing the existence of the coverages and the endorsements required above and in Section 16.2(e) below; provided that, notwithstanding the foregoing, the Company shall provide an insurance certificate, in Acord form, with respect to the insurance coverage under

 
5 13554461v10 Section 16.1(g) within five days of the Tenth Amendment Closing Date. The Company shall provide thirty (30) days’ written notice prior to cancellation or material modification of insurance becoming effective. The Company also shall provide renewal certificates and updated copies of each applicable insurance policy prior to expiration of any such policy. (f) Within five days after the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2022, the Company shall provide a written statement to Macquarie, in form and substance reasonably satisfactory to Macquarie, confirming that the applicable foregoing insurance policies are in full force and effect and that such policies are in compliance with the requirements of this Agreement, including this Article 16 hereof, detailing any changes made to such insurance policies since the last written statement was delivered, and providing a representation that the Company is in compliance with all of the insurance requirements under and with respect to this Agreement and the other Transaction Documents. (j) Article 18, Representations, Warranties and Covenants, of the Supply and Offtake Agreement is hereby amended by amending and restating Section 18.4 thereof with the following language: "[Reserved]" (k) Article 18, Representations, Warranties and Covenants, of the Supply and Offtake Agreement is hereby amended by amending and restating clause (m) of Section 18.2 thereof with the following language: (m) The Company shall provide a written update to Macquarie immediately upon obtaining knowledge thereof, and in any event within (i) one (1) Business Day in respect of (x) any breach or default that has occurred under any Financing Agreement and (y) any termination or cancellation of the Montana Renewables Services Agreement or the Montana Renewables Lease, and, in each case, the current status thereof, and (ii) five (5) Business Days in respect of (A) any breach or default that has occurred under the Montana Renewables Services Agreement or the Montana Renewables Lease and the current status thereof and (B) any failure by the Company or Montana Renewables to pay any fees or other payments due and owing under the Montana Renewables Services Agreement or the Montana Renewables Lease when due. (l) Article 18, Representations, Warranties and Covenants, of the Supply and Offtake Agreement is hereby amended by adding the following new Section 18.7 to the end of such Article 18: “Section 18.7 SOFR Covenants. To the extent interest rates based on SOFR for any reason are no longer available in the market, are unable to be determined or otherwise become illegal in any way, Macquarie, using its commercially reasonable judgment, will, in consultation with the Company, determine a per annum rate of

 
6 13554461v10 interest reasonably equivalent to SOFR plus the agreed applicable margin, until such time as Macquarie determines that SOFR is again available, if at all, for determining interest rates.” (m) Section 19.2, Remedies, of the Supply and Offtake Agreement is hereby amended by deleting the first sentence of clause (b) of such section in its entirety and replacing it with the following language: Termination/Settlement Amount. Notwithstanding any other provision of this Agreement, if an Event of Default has occurred and is continuing with respect to the Defaulting Party, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement (and any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document) and, subject to Section 19.2(c), to liquidate and terminate any or all rights and obligations under this Agreement and such other Transaction Documents; provided that, in the event Macquarie is the Non-Defaulting Party, this Agreement shall not be deemed to have terminated in full until Macquarie shall have (A) disposed of all Crude Oil and Products owned or maintained by Macquarie in which Macquarie has lien or other rights in connection herewith, (B) exercised in full all of its rights and remedies with respect to the Hydrocarbon Credit Support and (C) received evidence satisfactory to Macquarie that the Company has met all of its obligations and requirements under Section 20.1(a) and such obligations and requirements shall have otherwise been satisfied in full; provided further that the parties agree that solely for purposes of this sub clause (C), any reference to “Termination Date” as set forth in Section 20.1(a) shall be a reference to any applicable date(s) with respect to the completion of such foregoing obligations and requirements under this Section 19.2(b). (n) Section 19.2, Remedies, of the Supply and Offtake Agreement is hereby amended by deleting the last sentence of clause (c) in its entirety and replacing it with the following language: “In calculating the Settlement Amount, the Non-Defaulting Party shall discount to present value (in any commercially reasonable manner based on prevailing SOFR rates for the applicable period and currency) any amount which would be due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation.” (o) Section III, Certain Additional Agreements, etc., of the Seventh Amendment is hereby amended by deleting therefrom clauses (b)(iii)(x) and (y), (c), (e) and (k). (p) Schedule C, Monthly True-Up Amounts, of the Supply and Offtake Agreement is hereby by amended by replacing the definition of “Applicable True-Up Index Value” in Section I. of such schedule with the following language:

 
7 13554461v10 “Applicable True-Up Index Value” means, for any true up calculation for a calendar month, the spot price for the relevant index used to calculate the Current Month Pricing Benchmark for a Product Group (other than Crude Oil) on the first Business Day of the first Delivery Month after the calendar month for which a true up is to be calculated, plus or minus the Differential (if any) set forth and determined in accordance with Schedule B for such first Delivery Month; provided that, in the case of Crude Oil, for any true up calculation for a calendar month, the spot price for the index used to calculate the Current Month Pricing Benchmark for Crude Oil on the first Business Day of the first Delivery Month after the calendar month for which a true up is to be calculated, plus or minus the Differential (if any) set forth and determined in accordance with Schedule B for the prior Delivery Month. (q) Schedule E, Included Tanks, attached to the Supply and Offtake Agreement is hereby replaced with Schedule E attached to this Tenth Amendment. (r) Amendment to Fees and Adjustments Letter. Reference is made to the Fees and Adjustments Letter dated June 30, 2022. Such Fees and Adjustments Letter is hereby amended by deleting the reference to “$217.838.00” at the end of Section 2.d. thereof and replacing it with a reference to $139,969. Certain Additional Agreements, etc. (a) Subject Tanks Product Purchase Date. Macquarie and the Company agree that proper notice has been given pursuant to Section 8.2(d) of the Supply and Offtake Agreement and that the Subject Tanks Product Purchase Date has occurred on and as of the Tenth Amendment Closing Date. As such, Macquarie and the Company agree that the Macquarie has sold and the Company has repurchased from Macquarie, or Macquarie and the Company have made necessary arrangements on and as of the Tenth Amendment Closing Date for Macquarie to sell and for the Company to repurchase from Macquarie, any Crude Oil and Product located in the Subject Tanks in accordance with the terms of Section 8.2(d) of the Supply and Offtake Agreement and otherwise in accordance with the terms of the Supply and Offtake Agreement. (b) Termination of Certain Agreements. Each of the parties hereto acknowledge and agree that, after giving effect to this Tenth Amendment and the transactions related hereto and thereto, each of the Montana Renewables Letter Agreement, the Montana Renewables Storage Facilities Agreement and the Stonebriar Acknowledgment Agreement, respectively, is automatically terminated in accordance with its respective terms and is of no further force and effect. Each of the parties hereto acknowledge and agree that, after receipt by Macquarie from the Company of payment in full of the amount set forth in Section III(b)(iii) hereof, that certain letter agreement dated May 10, 2022 by and among Macquarie, the Company and the other parties thereto (as amended, the “Side Letter”) is hereby terminated and of no further force and effect.

 
8 13554461v10 (c) Second A/R Storage Facilities Agreement. From and after the Tenth Amendment Closing Date, the Second A/R Storage Facilities Agreement amends and restates, in its entirety and for all purposes, the A/R Storage Facilities Agreement. Any reference to the A/R Storage Facilities Agreement in the Supply and Offtake Agreement, any other Transaction Document, any Base Agreement or any other agreement in connection with the foregoing, will, from and after the Tenth Amendment Closing Date, be a reference to the Second A/R Storage Facilities Agreement. Conditions Precedent. This Tenth Amendment shall be effective on the date when the following conditions precedent have been satisfied: (a) Macquarie and the Company shall each have received this Tenth Amendment duly executed by Macquarie, the Company, Parent, Calumet Refining, Calumet Canada, Montana Renewables and Macquarie Energy Canada Ltd. (successor by amalgamation with Macquarie Oil Services Canada Ltd.); (b) Macquarie shall have received, on or prior to the Tenth Amendment Closing Date, payment of all fees, expenses and other amounts due, payable and required to be reimbursed or paid by the Company hereunder, under (i) the Fees and Adjustments Letter, (ii) any other Transaction Document and (iii) the Side Letter in the aggregate amount of $0.00, in each case, on or prior to such date; (c) Macquarie shall have received a certificate signed by an appropriate officer of each of (i) the Parent, (ii) Calumet Refining, (iii) the Company, (iv) Calumet Canada and (v) Montana Renewables, in each case, certifying as to incumbency, due authorization, board approval and resolutions of such Person and certifying as to true and accurate copies of such Person’s organizational documents; (d) Macquarie shall have received an opinion of counsel of the Company, in form and substance satisfactory to Macquarie, covering such matters as Macquarie shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the applicable Transaction Documents; and no breach or violation of the Existing Financing Agreements; and (e) (f)(e) Macquarie and the Company shall each have received such other documents and deliveries from each other as each may reasonably request. Representations, Warranties and Covenants. (a) Each of Macquarie, the Company, Calumet Refining, Calumet Canada, Montana Renewables and Macquarie Energy Canada Ltd. (successor by amalgamation with Macquarie Oil Services Canada Ltd.) represents and warrants to each other that (i) it possesses all requisite power and authority to execute, deliver and comply with the terms of this Tenth Amendment, (ii) no other consent of any Person (other than, in respect of the Company, a consent of the Parent in respect of its Guaranty, which is set forth herein) is required for this Tenth Amendment to be effective, and (iii) the execution and delivery of this Tenth Amendment, and, as applicable, the other agreements referenced herein to which any such Person is a party, does not violate its respective organizational documents.

 
9 13554461v10 Ratification of Guaranty. Parent hereby acknowledges, ratifies and reaffirms its guaranty of the Guaranteed Obligations under and as defined in the Guaranty, and all of its obligations under and in respect thereof, in favor of Macquarie, and acknowledges and agrees that such Guaranty remains in full force and effect and continues to be the legal, valid, and binding obligation of Parent enforceable in accordance with its terms (as the same are modified by the First Amendment to Guaranty, this Tenth Amendment and as otherwise amended, supplemented, modified or extended through and including the Tenth Amendment Closing Date). Parent acknowledges and agrees that neither the execution of this Tenth Amendment nor the consummation of the transactions described herein shall in any way affect, impair or limit the covenants, liabilities, obligations and duties of Parent under the Guaranty (as so modified and amended). Scope of Amendment; Reaffirmation. (a) All references hereafter to the Supply and Offtake Agreement shall refer to the Supply and Offtake Agreement as amended by this Tenth Amendment. Except as modified by this Tenth Amendment and by other amendments to the Transaction Documents, the Transaction Documents are unchanged and continue in full force and effect. However, in the event of any inconsistency between the terms of the Supply and Offtake Agreement (as amended by this Tenth Amendment) and any other Transaction Document, the terms of the Supply and Offtake Agreement shall control (except solely with respect to any fees, amounts and payments set forth in the Fees and Adjustments, as amended from time to time, as to which the Fees and Adjustments Letter shall control) and such other Transaction Documents (other than the Fees and Adjustments Letter) shall be deemed to be amended to conform to the terms of the Supply and Offtake Agreement. (b) Each of Macquarie, the Company, Calumet Refining, Calumet Canada and Macquarie Energy Canada Ltd. (successor by amalgamation with Macquarie Oil Services Canada Ltd.) hereby reaffirms its obligations under the Transaction Documents to which it is a party and agrees that all Transaction Documents to which it is a party remain in full force and effect and continue to be its legal, valid, and binding obligations enforceable in accordance with their terms (as the same are modified, as applicable, by this Tenth Amendment). Miscellaneous. (a) Form. Each agreement, document, instrument or other writing to be furnished to Macquarie and the Company, as applicable, under any provision of this Tenth Amendment must be in form and substance satisfactory to the parties hereto and their counsel. (b) Headings. The headings and captions used in this Tenth Amendment are for convenience only and will not be used to construe the meaning or intent of the terms of this Tenth Amendment, the Supply and Offtake Agreement, or the other Transaction Documents.

 
10 13554461v10 (c) Successors and Permitted Assigns. This Tenth Amendment is binding upon, and inures to the benefit of the parties to this Tenth Amendment and their respective successors and permitted assigns. Unless otherwise provided in the Transaction Documents, all covenants, agreements, indemnities, representations and warranties made in any of the Transaction Documents survive and continue in effect as long as the Transaction Obligations are outstanding. Nothing expressed or implied in this Tenth Amendment is intended to create any rights, obligations or benefits under the Supply and Offtake Agreement, as amended hereby, in any person other than the parties thereto and hereto and their respective successors and permitted assigns. (d) Invalidity. If any Article, Section or provision of this Tenth Amendment shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from the Supply and Offtake Agreement, as amended hereby, and the remaining portions of the Supply and Offtake Agreement, as amended hereby, shall remain in full force and effect. (e) Multiple Counterparts. This Tenth Amendment may be executed in one or more counterparts by the parties hereto and initially delivered by facsimile transmission, pdf or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument. (f) GOVERNING LAW. THIS TENTH AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE. (g) FINAL AGREEMENT. THE TERMS OF THIS TENTH AMENDMENT, THE SUPPLY AND OFFTAKE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND THERETO WITH RESPECT TO THE MATTERS SET FORTH HEREIN AND THEREIN, AND NO REPRESENTATIONS OR WARRANTIES SHALL BE IMPLIED OR PROVISIONS ADDED IN THE ABSENCE OF A WRITTEN AGREEMENT TO SUCH EFFECT BETWEEN THE PARTIES HERETO OR THERETO. THIS TENTH AMENDMENT, THE SUPPLY AND OFFTAKE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS 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. No promise, representation or inducement has been made by any party hereto or thereto that is not embodied in the Supply and Offtake Agreement, as amended by this Tenth Amendment, or the other Transaction Documents, and no party hereto or thereto shall be bound by or liable for any alleged representation, promise or inducement not so set forth herein or therein.

 
11 13554461v10 [SIGNATURES ON FOLLOWING PAGES.]

 
Signature Page to Tenth Amendment to Supply and Offtake Agreement IN WITNESS WHEREOF, this Tenth Amendment is executed effective as of the Tenth Amendment Closing Date. MACQUARIE ENERGY NORTH AMERICA TRADING INC. By: /s/ Ozzie Pagan Name: Ozzie Pagan Title: Executive Director By: /s/ Tara Teeter Name: Tara Teeter Title: Division Director Agreed and accepted by Macquarie Energy Canada Ltd. (successor by amalgamation with Macquarie Oil Services Canada Ltd.) solely for purposes of evidencing its assent to Articles IV(a) and VI(b) of this Tenth Amendment: MACQUARIE ENERGY CANADA LTD. (SUCCESSOR BY AMALGAMATION WITH MACQUARIE OIL SERVICES CANADA LTD.) By: /s/ Darren Slater Name: Darren Slater Title: Executive Director By: /s/ Tara Teeter Name: Tara Teeter Title: Division Director

 
Signature Page to Tenth Amendment to Supply and Offtake Agreement CALUMET MONTANA REFINING, LLC By: Calumet Refining, LLC, its sole member By: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ Vincent Donargo Vincent Donargo Executive Vice President and Chief Financial Officer Agreed and accepted by Parent solely for purposes of evidencing its assent to Article V of this Tenth Amendment: CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. By: Calumet GP, LLC, its general partner By: /s/ Vincent Donargo Vincent Donargo Executive Vice President and Chief Financial Officer

 
Signature Page to Tenth Amendment to Supply and Offtake Agreement Agreed and accepted by each of Calumet Refining, LLC and Calumet Specialty Products Canada, ULC solely for purposes of evidencing its assent to Articles IV(a) and VI(b) of this Tenth Amendment: CALUMET REFINING, LLC By: Calumet Operating, LLC, its sole member By: Calumet Specialty Products Partners, L.P., its sole member By: Calumet GP, LLC, its general partner By: /s/ Vincent Donargo Vincent Donargo Executive Vice President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ Vincent Donargo Vincent Donargo Executive Vice President and Chief Financial Officer

 
Signature Page to Tenth Amendment to Supply and Offtake Agreement Agreed and accepted by Montana Renewables, LLC solely for purposes of evidencing its assent to Articles II and IV of this Tenth Amendment: MONTANA RENEWABLES, LLC By: /s/ Vincent Donargo Vincent Donargo Executive Vice President and Chief Financial Officer

 
Schedule E 13554461v10 Schedule E Included Tanks TANKS: Company: New Service: Cap, bbls Work Cap, bbls Tk-047 CMR kero 20,585 16,468 Tk-048 CMR kero 20,561 16,449 Tk-049 CMR diesel 20,600 16,480 Tk-051 CMR FCC feed 20,618 16,494 Tk-052 CMR gasoline 17,818 14,254 Tk-058 CMR LCO 9,354 7,483 Tk-115 CMR fuel oil 4,542 3,634 Tk-122 CMR gasoline 21,499 17,199 Tk-123 CMR gasoline 21,569 17,255 Tk-124 CMR naphtha 19,891 15,913 Tk-125 CMR FCC feed 35,810 28,648 Tk-126 CMR gasoline 27,418 21,934 Tk-127 CMR gasoline 17,124 13,699 Tk-135 CMR hard pen 93,667 74,934 Tk-137 CMR PMA conc 23,140 18,512 Tk-138 CMR PMA conc 23,933 19,146 Tk-139 CMR soft pen 145,705 116,564 Tk-150 CMR HTU feed 28,848 23,078 Tk-170 CMR diesel 9,756 7,805 Tk-171 CMR diesel 9,756 7,805 Tk-176 CMR ethanol 5,040 4,032 Tk-201 CMR crude feed 68,407 54,726 Tk-202 CMR crude feed 68,407 54,726

 



Exhibit 99.1

Calumet Completes Working Capital Funding for Montana Renewables

INDIANAPOLIS— (PR NEWSWIRE) — November 7, 2022 — Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) today announced the closing of two transactions that together fund the working capital needs of Montana Renewables LLC (MRL). A Supply and Offtake Agreement (SOA) with Macquarie Commodities and Global Markets provides inventory monetization for renewable feedstocks and products, as well as intermediation services connected with the purchase of renewable feedstocks. Simultaneously, a $90 million asset backed loan revolving credit facility (ABL) was executed with Wells Fargo Bank, NA, secured by accounts receivables and open blenders tax credit refunds.

“Now that Montana Renewables has commenced operations, these transactions ensure that our working capital needs are met going forward,” said Bruce Fleming, EVP Montana Renewables. “Third party inventory financing has been in the MRL plan since day one, and we are pleased to execute on the plan as we launch operations.”

More details can be found in the Form 8-K filed today with the U.S Securities and Exchange Commission.

About Calumet Specialty Products Partners, L.P.
Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) manufacturers, formulates, and markets a diversified slate of specialty branded products to customers in various consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

Investors:
Brad McMurray 317-957-5378

Public Relations:
Media Oakes 317-957-5319



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Entity Address, Address Line One 2780 Waterfront Pkwy E. Drive
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