Form 8-K PBF Holding Co LLC For: May 25 Filed by: PBF Energy Co LLC

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May 27, 2022 2:00 PM EDT

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THIRD AMENDMENT

SENIOR SECURED REVOLVING CREDIT AGREEMENT

This THIRD AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of May 25, 2022 (this “Amendment”), is entered into by and among Bank of America, N.A., individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is a party hereto as a lender (each such financial institution is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, the Lenders, PBF Holding Company LLC, a Delaware limited liability company (“Holdings”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City”), Paulsboro Refining Company LLC, a Delaware limited liability company (“Paulsboro”), Toledo Refining Company LLC, a Delaware limited liability company (“Toledo”), Chalmette Refining, L.L.C., a Delaware limited liability company (“Chalmette”), Torrance Refining Company LLC, a Delaware limited liability company (“Torrance”), and Martinez Refining Company LLC (“Martinez” and, together with Holdings, Delaware City, Paulsboro, Toledo, Chalmette and Torrance, “Borrowers” and each individually, a “Borrower”), and the other Loan Parties set forth on the signature pages hereto.

WHEREAS, the Borrowers, the Lenders, the Administrative Agent and the Collateral Agent are parties to that certain Senior Secured Revolving Credit Agreement, dated as of May 2, 2018 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of February 18, 2020 and that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of May 7, 2021, but before giving effect to the amendments contemplated hereby, the “Existing Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrowers have requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement as set forth herein; and

WHEREAS, the Lenders are desirous of amending certain provisions of the Existing Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINED TERMS. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement or the Amended Credit Agreement, as applicable.

SECTION 2. AMENDMENTS. Subject only to the satisfaction of the conditions set forth in Section 3 hereof, effective as of the Third Amendment Effective Date (as defined in Section 3 hereof), the Borrowers, the other Loan Parties and the Lenders agree that (i) the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the form attached as Annex A hereto, (ii) Exhibits C and E to the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the form attached as Annex B hereto and (iii) Annex IV to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule I hereto.

SECTION 3. EFFECTIVENESS. This Amendment shall become effective as of the first date on which each of the following conditions has been satisfied or waived (the “Third Amendment Effective Date”):

(a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrowers, (ii) each other Loan Party, (iii) the Required Lenders, and (iv) each Tranche B Revolving Lender.

(b) The Administrative Agent shall have received a copy of the First Amendment to Third Amended and Restated Inventory Intermediation Agreement, dated as of the date hereof, amending that certain Third Amended and Restated Inventory Intermediation Agreement, dated as of October 25, 2021, by and among J. Aron & Company, LLC, PBF Holding Company LLC, Delaware City Refining Company LLC and Chalmette Refining, L.L.C., duly executed by the parties thereto (the “J. Aron Amendment”) in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Borrower shall have paid to the Administrative Agent, for the benefit of the Lenders with Tranche B Revolving Commitments, the following non-refundable fees:

i.For any Lender with a Tranche B Revolving Commitment of $100 million or more, a commitment fee equal to 0.75% of the amount of such Tranche B Revolving Commitment.

ii.For any Lender with a Tranche B Revolving Commitment of at least $75 million, but less than $100 million, a commitment fee equal to 0.50% of the amount of such Tranche B Revolving Commitment.

iii.For any Lender with a Tranche B Revolving Commitment of at least $25 million, but less than $75 million, a commitment fee equal to 0.375% of the amount of such Tranche B Revolving Commitment.

(d) The Administrative Agent shall have received the written opinion of Willkie Farr & Gallagher, LLP as counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.

(e) The Administrative Agent shall have received, with respect to each Loan Party, (i) certificates of incorporation and formation, as the case may be, certified by the applicable governing authority, (ii) a customary officers’ certificate and secretaries’ certificate (including resolutions of the Board of Directors, Managers or equivalent governing body of each Loan Party approving the Amendment and the transactions contemplated thereby), and (iii) good standing certificates (or equivalent documentation) in the jurisdiction of organization of each Loan Party, certified by the applicable governing authority of such jurisdiction as of a recent date.

(f) So long as requested by the Administrative Agent or a Lender at least five (5) Business Days prior to the date hereof, the Administrative Agent or such Lender shall have received not less than two (2) Business Days prior to the date hereof all documentation and other information required under Anti-Terrorism Laws and applicable “know-your-customer” and anti-money laundering Laws.

(g) The reasonable and documented out-of-pocket fees and disbursements of Winston & Strawn LLP, as legal counsel to the Administrative Agent, to the extent invoiced to the Borrower prior to the date of this Amendment, shall be paid by the Borrowers.

(h) The representations and warranties set forth in Section 4 herein shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of the Third Amendment Effective Date (except in the case of any representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of the respective date or for the respective period, as the case may be).

(i) Immediately after giving effect to this Amendment and the J. Aron Amendment, no Default or Event of Default shall have occurred and be continuing.

For purposes of determining whether the conditions specified in this Section 3 have been satisfied on the Third Amendment Effective Date, by delivery of its executed signature page hereto, the Administrative Agent shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent.

SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Loan Party hereby represents and warrants that:

(a) (i) The representations and warranties contained in the Loan Documents shall be true and correct in all material respects (except for those representations or warranties that are conditioned by materiality, which shall be true and correct in all respects) on and as of the Third Amendment Effective Date to the same extent as though made on and as of such date, except to the extent the such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations or warranties that are conditioned by materiality, which shall have been true and correct in all respects) on and as of such earlier date; and (ii) immediately prior to, and after giving effect to, this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing, except the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement, as applicable.

(b) Each Loan Party has all requisite corporate or limited liability company (or equivalent) power and authority to enter into this Amendment and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or limited liability company (or equivalent) action on the part of each Loan Party that is a party hereto. The Amendment has been duly executed and delivered by each Loan Party that is a party thereto and when executed and delivered by each Loan Party, will constitute the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 5. ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION

Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendment of the Existing Credit Agreement effected pursuant to this Amendment as provided for herein. Each Loan Party hereby confirms and reaffirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).

Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.

The Borrowers and each Guarantor acknowledges and agrees that any of the Loan Documents (as they may be modified by this Amendment) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment other than to the extent expressly contemplated hereby.

SECTION 6. EFFECTS ON LOAN DOCUMENTS.

(a) On and after the effectiveness of this Amendment, each reference in any Loan Document, and in any other document or instrument incidental thereto, to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and each reference in the Existing Credit Agreement to “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall mean, from and after the Third Amendment Effective Date, the Amended Credit Agreement.

(b) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

SECTION 7. NON-RELIANCE ON AGENTS. Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment. Each Lender also acknowledges that it will, without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit decisions in taking or not taking action under or based upon this Amendment, the Amended Credit Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

SECTION 8. MISCELLANEOUS.

(a) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

(b) If any provision of this Amendment is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(c) Each of the parties hereto hereby agrees that Sections 10.09 and 10.10 of the Existing Credit Agreement are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to this Amendment as if originally set forth herein.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.


			PBF HOLDING COMPANY LLC, as a Borrower
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			DELAWARE CITY REFINING COMPANY LLC, as a Borrower
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PAULSBORO REFINING COMPANY LLC, as a Borrower
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			TOLEDO REFINING COMPANY LLC, as a Borrower
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			CHALMETTE REFINING L.L.C., as a Borrower
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			TORRANCE REFINING COMPANY LLC, as a Borrower
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer

[Signature Page to Third Amendment to Senior Secured Revolving Credit Agreement]


			MARTINEZ REFINING COMPANY LLC, as a Borrower
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PBF POWER MARKETING, LLC, as a Subsidiary Guarantor
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PBF INVESTMENTS LLC, as a Subsidiary Guarantor
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PBF FINANCE CORPORATION, as a Subsidiary Guarantor
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PBF SERVICES COMPANY LLC, as a Subsidiary Guarantor
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PBF ENERGY WESTERN REGION LLC, as a Subsidiary Guarantor
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer

[Signature Page to Third Amendment to Senior Secured Revolving Credit Agreement]


			PBF INTERNATIONAL INC., as a Subsidiary Guarantor
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer

[Signature Page to Third Amendment to Senior Secured Revolving Credit Agreement]


			BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and a Lender
			By:			/s/ Galina Evelson
			Name:			Galina Evelson
			Title:			Senior Vice President

[Signature Page to Third Amendment to Senior Secured Revolving Credit Agreement]


			[_______________________], as a Lender*
			By:
			Name:
			Title:

*Signatures on file with the Company

[Signature Page to Third Amendment to Senior Secured Revolving Credit Agreement]

ANNEX A

Amended Senior Secured Credit Agreement

SENIOR SECURED REVOLVING CREDIT AGREEMENT

dated as of May 2, 2018

(and conformed through Amendment No. 3)

among

PBF HOLDING COMPANY LLC,

DELAWARE CITY REFINING COMPANY LLC,

PAULSBORO REFINING COMPANY LLC,

TOLEDO REFINING COMPANY LLC,

CHALMETTE REFINING, L.L.C.,

TORRANCE REFINING COMPANY LLC, and

MARTINEZ REFINING COMPANY LLC

as Borrowers,

and

THE OTHER LOAN PARTIES PARTY HERETO,

as Loan Parties,

THE LENDERS PARTY HERETO,

BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent, and as Swingline Lender,

BANK OF AMERICA, N.A.

BANK OZK,

CITIBANK, N.A.,

MUFG BANK, LTD.,

NYCB SPECIALTY FINANCE COMPANY, LLC,

PNC CAPITAL MARKETS LLC,

REGIONS BANK,

ROYAL BANK OF CANADA, and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners,

TRUIST BANK, N.A., as a Joint Bookrunner,

and

BARCLAYS BANK PLC,

SUMITOMO MITSUI BANKING CORPORATION,

GOLDMAN SACHS BANK USA, and

US BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166

Table of Contents

(continued)

Page

Article I DEFINITIONS

Section 1.01

Defined Terms

Section 1.02

Classification of Loans and Borrowings

Section 1.03

Terms Generally

Section 1.04

Accounting Terms; GAAP

Section 1.05

Resolution of Drafting Ambiguities

Section 1.06

Pro Forma Calculations

Section 1.07

Divisions

Article II THE CREDITS

Section 2.01

Commitments

Section 2.02

Loans

Section 2.03

Borrowing Procedure

Section 2.04

Evidence of Debt; Repayment of Loans

Section 2.05

Fees

Section 2.06

Interest on Loans

Section 2.07

Termination and Reduction of Commitments

Section 2.08

Interest Elections

Section 2.09

[Intentionally Omitted]

Section 2.10

Optional and Mandatory Prepayments of Loans

Section 2.11

Inability to Determine Rate; Successor Rates

Section 2.12

Yield Protection

Section 2.13

Breakage Payments

Section 2.14

Payments Generally; Pro Rata Treatment; Sharing of Setoffs

Section 2.15

Taxes

Section 2.16

Mitigation Obligations; Replacement of Lenders

Section 2.17

Swingline Loans

Section 2.18

Letters of Credit

Section 2.19

Defaulting Lenders.

Section 2.20

Increase in Commitments

Section 2.21

Determination of Borrowing Base.

Section 2.22

Accounts; Cash Management

Article III REPRESENTATIONS AND WARRANTIES

Section 3.01

Organization; Powers

Section 3.02

Authorization; Enforceability

Section 3.03

No Conflicts

Section 3.04

Financial Statements; Projections

Section 3.05

Properties

Section 3.06

[Reserved]

Section 3.07

Equity Interests

Section 3.08

Litigation; Compliance with Laws

Section 3.09

[Reserved]

Section 3.10

Federal Reserve Regulations

Section 3.11

Investment Company Act

Section 3.12

Use of Proceeds

Section 3.13

Taxes

Section 3.14

No Material Misstatements

Section 3.15

Labor Matters

Section 3.16

Solvency

Table of Contents

(continued)

Page

Section 3.17

Employee Benefit Plans

Section 3.18

Environmental Matters

Section 3.19

Insurance

101

Section 3.20

Security Documents

101

Section 3.21

Anti-Terrorism Laws

102

Section 3.22

Location of Material Inventory

102

Section 3.23

Accuracy of Borrowing Base

102

Article IV CONDITIONS TO CREDIT EXTENSIONS

102

Section 4.01

Conditions to Effectiveness and Initial Credit Extension

102

Section 4.02

Conditions to All Credit Extensions

104

Section 4.03

Conditions to Initial Credit Extension to an Eligible Subsidiary

105

Article V AFFIRMATIVE COVENANTS

106

Section 5.01

Financial Statements, Reports, etc

106

Section 5.02

Litigation and Other Notices

108

Section 5.03

Existence; Businesses and Properties

109

Section 5.04

Insurance

110

Section 5.05

Obligations and Taxes

110

Section 5.06

Employee Benefits

111

Section 5.07

Maintaining Records; Access to Properties and Inspections; Annual Meetings

111

Section 5.08

Use of Proceeds

112

Section 5.09

Compliance with Environmental Laws; Environmental Reports

112

Section 5.10

Additional Collateral; Additional Guarantors

113

Section 5.11

Security Interests; Further Assurances

114

Section 5.12

Information Regarding Collateral

114

Section 5.13

[Reserved]

115

Section 5.14

Affirmative Covenants with Respect to Leases

115

Section 5.15

Borrowing Base-Related Reports

115

Section 5.16

Collateral Field Examinations

116

Section 5.17

[Reserved]

116

Section 5.18

Designation of Borrowers and Excluded Subsidiaries

116

Article VI NEGATIVE COVENANTS

117

Section 6.01

Indebtedness

117

Section 6.02

Liens

121

Section 6.03

Sale and Leaseback Transactions

125

Section 6.04

Investment, Loan, Advances and Acquisition

125

Section 6.05

Mergers and Consolidations

127

Section 6.06

Asset Sales

128

Section 6.07

Dividends

130

Section 6.08

Transactions with Affiliates

132

Section 6.09

Financial Covenant

133

Section 6.10

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc

134

Section 6.11

Limitation on Certain Restrictions on Subsidiary Guarantors

135

Section 6.12

Business

135

Section 6.13

Fiscal Year

135

Section 6.14

Compliance with Anti-Terrorism Laws

135

Article VII GUARANTEE

136

Table of Contents

(continued)

Page

Section 7.01

The Guarantee

136

Section 7.02

Obligations Unconditional

136

Section 7.03

Reinstatement

138

Section 7.04

Subrogation; Subordination

138

Section 7.05

Remedies

138

Section 7.06

Instrument for the Payment of Money

138

Section 7.07

Continuing Guarantee

138

Section 7.08

General Limitation on Guarantee Obligations

139

Section 7.09

Release of Loan Parties

139

Section 7.10

Right of Contribution

139

Article VIII EVENTS OF DEFAULT

139

Section 8.01

Events of Default

139

Section 8.02

Application of Proceeds

142

Article IX THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENTS

143

Section 9.01

Appointment and Authority

143

Section 9.02

Rights as a Lender

143

Section 9.03

Exculpatory Provisions

144

Section 9.04

Reliance by Agent

145

Section 9.05

Delegation of Duties

145

Section 9.06

Resignation of Agent

145

Section 9.07

Non-Reliance on Agent and Other Lenders

146

Section 9.08

Withholding Tax

146

Section 9.09

No Other Duties, etc.

147

Section 9.10

Enforcement

147

Section 9.11

Recovery of Erroneous Payments

147

Article X MISCELLANEOUS

148

Section 10.01

Notices

148

Section 10.02

Waivers; Amendment

151

Section 10.03

Expenses; Indemnity; Damage Waiver

155

Section 10.04

Successors and Assigns

157

Section 10.05

Survival of Agreement

160

Section 10.06

Counterparts; Integration; Effectiveness; Electronic Records

160

Section 10.07

Severability

161

Section 10.08

Right of Setoff

161

Section 10.09

Governing Law; Jurisdiction; Consent to Service of Process

162

Section 10.10

Waiver of Jury Trial

162

Section 10.11

Headings

163

Section 10.12

Treatment of Certain Information; Confidentiality

163

Section 10.13

USA PATRIOT Act Notice and Customer Verification

163

Section 10.14

Interest Rate Limitation

164

Section 10.15

Acknowledgment and Consent to Bail-In of EEA Financial Institutions

164

Section 10.16

Obligations Absolute

164

Section 10.17

Intercreditor Agreements

165

Section 10.18

Release of Collateral

165

Section 10.19

Permitted Amendments

166

Section 10.20

Acknowledgement Regarding Supported QFCs

167

iii

ANNEXES

Annex I Applicable Margin

Annex II Account Debtors

Annex III Hydrocarbon Inventory Insurance

Annex IV Revolving Commitments

SCHEDULES

Schedule 1.01(a) [Reserved]

Schedule 1.01(b) Intercreditor Agreements

Schedule 1.01(c) MLP Drop Down and Railcar Assets

Schedule 1.01(d) Subsidiary Guarantors

Schedule 1.01(e) Existing Letters of Credit

Schedule 2.22 Blocked Accounts

Schedule 3.03 Governmental Approvals; Compliance with Laws

Schedule 3.08 Litigation

Schedule 3.18 Environmental Matters

Schedule 3.19 Insurance

Schedule 3.22 Material Inventory

Schedule 5.01 Internet or Website Address

Schedule 6.01(b) Existing Indebtedness

Schedule 6.01(e) Existing Railcar Financings

Schedule 6.02(c) Existing Liens

Schedule 6.04(b) Existing Investments

Schedule 6.08 Transactions with Affiliates

EXHIBITS

Exhibit A Form of Administrative Questionnaire

Exhibit B Form of Assignment and Assumption

Exhibit C Form of Borrowing Request

Exhibit D Form of Compliance Certificate

Exhibit E Form of Interest Election Request

Exhibit F Form of Joinder Agreement

Exhibit G Form of Landlord Access Agreement

Exhibit H Form of LC Request

Exhibit I [Reserved]

Exhibit J [Reserved]

Exhibit K-1 Form of Revolving Note

Exhibit K-2 Form of Swingline Note

Exhibit L-1 Form of Perfection Certificate

Exhibit L-2 Form of Perfection Certificate Supplement

Exhibit M [Reserved]

Exhibit N Form of Opinion of Company Counsel

Exhibit O Form of Solvency Certificate

Exhibit P Form of Intercompany Note

Exhibit Q Form of Non-Bank Certificate

Exhibit R Form of Borrowing Base Certificate

SENIOR SECURED REVOLVING CREDIT AGREEMENT

This SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of May 2, 2018, among PBF Holding Company LLC, a Delaware limited liability company (“Holdings”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City”), Paulsboro Refining Company LLC, a Delaware limited liability company (“Paulsboro”), Toledo Refining Company LLC, a Delaware limited liability company (“Toledo”), Chalmette Refining, L.L.C., a Delaware limited liability company (“Chalmette”), and Torrance Refining Company LLC, a Delaware limited liability company (“Torrance” and, together with Holdings, Delaware City, Paulsboro, Toledo and Chalmette, “Borrowers” and each individually, a “Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Bank of America, N.A., as an Issuing Bank, Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as Swingline Lender (in such capacity, the “Swingline Lender”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, ABN AMRO Capital USA LLC, BNP Paribas, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Trust Company Americas, MUFG Bank, Ltd., Natixis, New York Branch, Royal Bank of Canada and Wells Fargo Bank, National Association, as the Joint Lead Arrangers and Joint Bookrunners (in such capacity, the “Joint Lead Arrangers”) and as the Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), and Barclays Bank PLC, Societe Generale, SunTrust Bank, Regions Bank and Sumitomo Mitsui Banking Corporation as the Co-Documentation Agents (in such capacity, the “Co-Documentation Agents”).

WITNESSETH:

WHEREAS, Holdings, Delaware City, Paulsboro, Toledo, Chalmette and Torrance, as Borrowers, are parties to that certain Third Amended and Restated Revolving Credit Agreement, dated as of August 15, 2014 (as amended, supplemented or otherwise modified to date, the “Existing Revolving Credit Agreement”).

WHEREAS, the Borrowers wish to repay in full and terminate the Existing Revolving Credit Agreement.

WHEREAS, Borrowers have requested that Lenders provide a credit facility to Borrowers to repay in full all outstanding obligations under the Existing Revolving Credit Agreement and to finance their mutual and collective business enterprise.

NOW, THEREFORE, the Lenders are willing to provide such credit facility to Borrowers and the Issuing Banks are willing to issue letters of credit for the account of Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings specified below:

“2023 Senior Notes” shall mean those certain 7% 2023 Senior Notes issued on November 24, 2015 by Holdings and PBF Finance in an aggregate principal amount of $500,000,000.

“2025 Senior Notes” shall mean those certain 7.25 % 2025 Senior Notes issued on May 30, 2017 by Holdings and PBF Finance in an aggregate principal amount of $725,000,000.

“ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Revolving Loan.

“ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Accepting Lenders” shall have the meaning provided in Section 10.19(a).

“Account Debtor” shall mean any person who may become obligated to another person under, with respect to, or on account of, an Account.

“Accounts” shall mean all “accounts,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which such Person now or hereafter has rights.

“Accounts Availability” shall have the meaning set forth in the definition of “Borrowing Base”.

“Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business or any Converted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Subsidiary, as applicable, all as determined on a consolidated basis for such Acquired Entity or Business or Converted Subsidiary, as applicable.

“Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Acquisition Agreement” shall mean any purchase, merger, acquisition or other similar agreement for purposes of documenting a Permitted Acquisition or other Investment or acquisition not prohibited by this Agreement.

“Activation Notice” shall have the meaning assigned to such term in Section 2.22.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.

“Administrative Borrower” shall mean Holdings or any successor entity serving in that role pursuant to Section 2.03.

“Administrative Agent Fee” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.

“Affected Financial Institution” shall mean any EEA Financial Institution or UK Financial Institution

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. In no event shall any Agent or Lender be deemed to be an Affiliate of any Borrower or any of its Subsidiaries.

“Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a fluctuating rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Term SOFR Rate for an Interest Period of one-month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis points. If the Administrative Agent shall have determined (which determination shall be prima facie evidence thereof absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“Anti-Bribery Laws” shall mean the Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1, et seq.) and any other similar U.S. federal laws.

“Anti-Terrorism Laws” shall mean any Requirement of Law related to terrorism financing or money laundering including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“USA PATRIOT Act”) of 2001 (Title III of Pub. L. 107-56), The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

“Applicable Fee” shall mean, for any day, with respect to the aggregate Commitments, a per annum rate equal to (a) 0.375%, if the average daily Revolving Exposure for all Lenders was 20% or less of the Revolving Commitments of all Lenders during the preceding calendar quarter, or (b) 0.25% if the average daily Revolving Exposure for all Lenders was more than 20% of the Revolving Commitments of all Lenders during the preceding calendar quarter.

“Applicable Letter of Credit Fee” shall mean, for any day, with respect to the aggregate outstanding Letters of Credit, the applicable percentage set forth in Annex I under the appropriate caption.

“Applicable Margin” shall mean, for any day, with respect to any Revolving Loan the applicable percentage set forth in Annex I under the appropriate caption.

“Applicable Percentage” shall mean, with respect to any Lender, the percentage of the total Loans and Commitments represented by such Lender’s Loans and Commitments.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” shall mean, in each case to the extent in excess of $60,000,000 in respect of a transaction or a series of related transactions: (a) any conveyance, sale, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property (but excluding in any event sales of inventory, transactions pursuant to the Off-Take Agreements and/or the Oil Supply Agreements, dispositions of cash and cash equivalents (including Cash Equivalents but excluding payments made in cash or Cash Equivalents to the extent such payments are not prohibited by the terms of this Agreement) and licenses of any Intellectual Property by Holdings or any of its Subsidiaries in the ordinary course of business) and (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings, in each case, to any person other than (x) Borrowers, (y) any Subsidiary Guarantor or (z) other than for purposes of Section 6.06, any other Subsidiary. For the avoidance of doubt, the granting of a Permitted Lien shall not constitute an “Asset Sale.” Notwithstanding the foregoing, “Asset Sale” shall not include the sale (A) in the ordinary course of business of (i) Accounts of non-Investment Grade foreign Account Debtors that are not Eligible Accounts, (ii) Accounts of Investment Grade foreign Account Debtors that are not Eligible Accounts and that have payment terms in excess of 10 days and (iii) Accounts of domestic Account Debtors that are not Eligible Accounts and which Account Debtors have been reasonably approved by, and upon prior written notice to, the Administrative Agent, in an aggregate amount for all such sales in any twelve month period not to exceed $25,000,000 and (B) of Designated Accounts Receivable; provided, that all sales of such Accounts under clauses (A)(i), (ii) and (iii) and clause (B) shall be structured as non-recourse, true sales and, in the case of sales under clause (B), such sales shall be permitted under Section 6.06(a)(ii). Upon Administrative Agent’s reasonable written request, from time to time, Administrative Borrower shall provide reporting in scope and detail reasonably acceptable to Administrative Agent regarding sales of Accounts under clauses (A)(i), (ii) and (iii) and clause (B) in the immediately preceding sentence.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to Holdings’ and its Subsidiaries’ then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Auto-Renewal Letter of Credit” shall have the meaning assigned to such term in Section 2.18(c)(iii).

“Bail-In Action” shall mean 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” shall mean, with respect to (a) 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, or (b) the United Kingdom, Part I of the United Kingdom Banking Act 2009 and any other law 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).

“Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“Blocked Accounts” shall have the meaning assigned to such term in Section 2.22.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” and “Borrowers” shall have the meanings assigned to such terms in the preamble hereto and shall include any Eligible Subsidiary which becomes a Borrower pursuant to Section 2.20(b)(iv), Section 5.18(a) and Section 4.03 from time to time.

“Borrowing” shall mean (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Availability” shall mean at any time the lesser of (a) the Borrowing Base at such time and (b) the aggregate amount of the Lenders’ Revolving Commitments at such time, in each case, less the aggregate Revolving Exposure of all Lenders at such time; provided, that, commencing on the date that is ninety-one (91) days prior to the Tranche A Revolving Maturity Date and thereafter, Borrowing Availability shall be calculated without giving effect to the Tranche A Revolving Commitments.

“Borrowing Base” shall mean at any time, subject to adjustment as provided in Section 2.21, an amount equal to the sum of, without duplication:

(a) the book value of Eligible Accounts of the Borrowers with respect to investment grade obligors multiplied by the advance rate of 90%, plus,

(b) the book value of Eligible Accounts of the Borrowers with respect to non-investment grade obligors multiplied by the advance rate of 85% (the sum of clause (a) and clause (b) are referred to as the “Accounts Availability”), plus,

(d) 100% of the cash and Cash Equivalents in deposit accounts subject to Control Agreements under Section 2.22, plus

(e) the lesser of (1) 80% of the Eligible Positive Exchange Agreement Balance and (2) $60,000,000; plus

(f) 100% of the value of Paid But Unexpired Standby Letters of Credit, minus

(g) the sum of (i) any Reserves established from time to time by the Collateral Agent in accordance with the terms and conditions of this Agreement, and (ii) Hedging Reserves.

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Administrative Agent so long as the Borrowing Base is calculated in accordance with the terms of this Agreement.

“Borrowing Base Cash” shall mean 100% of the cash and Cash Equivalents included in the Borrowing Base pursuant to the provisions of clause (d) of the definition of Borrowing Base.

“Borrowing Base Certificate” shall mean an Officers’ Certificate from Administrative Borrower, substantially in the form of, and containing the information prescribed by, Exhibit R, delivered to the Administrative Agent setting forth Borrowers’ calculation of the Borrowing Base.

“Borrowing Request” shall mean a request by Administrative Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close.

“Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

“Capital Expenditures” shall mean, for any period, without duplication, all expenditures made directly or indirectly by Borrowers and their Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability) as determined in accordance with GAAP, but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10(d), (ii) any portion of such increase attributable solely to acquisitions of property, plant and equipment in Permitted Acquisitions, and (iii) any leases that as of the date hereof qualify as operating leases under GAAP (whether or not such leases are required to be accounted for as capital leases under GAAP after the date hereof). For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” shall mean, as to any person,

(1) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition;

(2) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank in the United States having capital and surplus of not less than $500,000,000;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) or (2) entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4) commercial paper rated at least P-1 by Moody’s Investors Service Inc. or at least A-1 by Standard & Poor’s Ratings Group and in each case maturing within 24 months after the date of creation thereof and Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from Standard & Poor’s Ratings Group or “A2” or higher from Moody’s Investors Service Inc. with maturities of 24 months or less from the date of acquisition;

(5) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having a rating of “BBB+” or higher from Standard & Poor’s Ratings Group or “Baa1” or higher from Moody’s Investors Service Inc. with maturities of 24 months or less from the date of acquisition;

(6) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the top three ratings category by Standard & Poor’s Ratings Group or Moody’s Investors Service Inc.; and

(7) investment funds investing substantially all of their assets in securities and/or instruments of the types described in clauses (1) through (6) above.

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period paid or payable in cash, and excluding in any event the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind or otherwise paid other than in cash, (b) items described in clause (c) or, other than to the extent paid in cash, clause (g) of the definition of “Consolidated Interest Expense” and (c) an amount equal to the gross interest income of Holdings and its Subsidiaries for such period.

“Cash Management System” shall have the meaning assigned to such term in Section 2.22.

“Cash Trigger” shall have the meaning assigned to such term in Section 2.22(i).

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries). “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of Holdings or any Subsidiary (other than an Excluded Subsidiary) or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof. For the avoidance of doubt, to the extent an event, with the passage of time (alone or in conjunction with other events) would result in the right of Holdings and/or any of its Subsidiaries to receive business interruption insurance, such event will to such extent not constitute a Casualty Event.

“Catalyst Assets” shall mean all existing and hereafter acquired catalyst assets and inventory, precious metals assets and precious metals inventory and all additions and accessions thereto, all proceeds resulting therefrom, including insurance proceeds, and all rights and privileges incident thereto.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

“Certain Hydrocarbon Assets” shall mean crude oil, feedstock, indigenous feedstock and other hydrocarbon inventory of the same type supplied and sold to the Loan Parties by J. Aron & Company LLC and other Persons designated by the Borrowers for purposes of this definition from time to time and/or any of their respective Affiliates (or any permitted successor of the foregoing designated by the Borrowers for such purposes) (collectively, “Certain Hydrocarbon Asset Suppliers”), as applicable, in each instance, other than to the extent owned by Toledo, Paulsboro, Delaware City, Chalmette, Torrance and/or any other Loan Party, respectively, and all proceeds of such crude oil, feedstock, indigenous feedstock or other hydrocarbon inventory of the same type (it being understood and agreed that immediately upon any payment in cash to the Loan Parties in respect of such crude oil, feedstock or other hydrocarbon inventory of the same type, such proceeds shall cease to be “Certain Hydrocarbon Assets”). For the avoidance of doubt, Certain Hydrocarbon Assets shall not include Intermediate Products.

“Certain Hydrocarbon Asset Suppliers” shall have the meaning assigned to such term in the definition of “Certain Hydrocarbon Assets”.

“Chalmette Facility” shall mean Chalmette’s petroleum refinery and all related assets and properties located in Chalmette, Louisiana.

A “Change in Control” shall be deemed to have occurred upon:

(a) Holdings at any time ceases to own, directly or indirectly, 100% of the Equity Interests of Delaware City, Paulsboro, Toledo, Chalmette and Torrance, other than pursuant to a sale expressly permitted pursuant to Section 6.06(a);

(b) the consummation of the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any Person or Persons;

(c) the occurrence of both (A) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or

indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of Holdings or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of Holdings and (B) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of Holdings, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Holdings; or

(d) the consummation of a change of control under any Material Indebtedness;

provided, however, that a transaction in which Holdings becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change in Control if the shareholders of Holdings immediately prior to such transaction become the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of Holdings or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of Holdings.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives 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, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 10.14.

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Incremental Revolving Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Swingline Commitment, in each case, under this Agreement as originally in effect or pursuant to Section 2.20, of which such Loan, Borrowing or Commitment shall be a part.

“CME” shall mean CME Group Benchmark Administration Limited.

“Code” shall mean the Internal Revenue Code of 1986.

“Co-Documentation Agents” shall have the meaning assigned to such term in the preamble hereto.

“Collateral” shall mean, collectively, all of the Security Agreement Collateral and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document. For the avoidance of doubt, “Collateral” does not include any assets of and any Equity Interests issued by any Excluded Subsidiary.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Collection Account” shall have the meaning assigned to such term in Section 2.22.

“Commercial Letter of Credit” shall mean any letter of credit, any deferred payment letter of credit, any usance letter of credit or similar instrument issued for the purpose of providing credit support in connection with the purchase of materials, goods or services by, and/or other general corporate purpose of, Borrowers or any of their Subsidiaries.

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment or Swingline Commitment, and any Commitment to make Revolving Loans extended by such Lender as provided in Section 2.20. As of the Third Amendment Effective Date, each Lender’s Commitments shall be either Tranche A Revolving Commitments or Tranche B Revolving Commitments as indicated on Annex IV. Following the Third Amendment Effective Date, with the consent of the Administrative Borrower, any Tranche A Revolving Lender may elect to have all (but not less than all) of its Commitments deemed to be Tranche B Revolving Commitments on any date (each such date, a “Designation Date”) prior to the Tranche A Revolving Maturity Date; provided, that, such Tranche A Revolving Lender shall have provided written notice to the Administrative Borrower and the Administrative Agent at least five (5) Business Days prior to such Designation Date (or such shorter period as Administrative Agent may agree in its reasonable discretion). Once a Lender’s Commitment has been designated as a Tranche B Revolving Commitment, whether on the Third Amendment Effective Date or thereafter, such Commitment may not be redesignated as a Tranche A Revolving Commitment.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Commodity Hedging Agreement” shall mean any agreement (including any master agreement or master netting agreement) that evidences or provides for a swap, cap, collar, floor, put, call, option, future, other derivative, spot purchase or sale, forward purchase or sale, supply or off-take, transportation agreement, storage agreement or other commercial or trading agreement in or involving crude oil, natural gas, any feedstock, blendstock, intermediate product, finished product, refined product or other hydrocarbon product, carbon credit, pollution credits and/or any other “cap and trade” assets or any other energy, weather or emissions related commodity (including any crack spread), or any prices or price indices relating to any of the foregoing commodities, or any economic index or measure of economic risk or value, or other benchmark against which payments or deliveries are to be made (including any combination of such transactions).

“Companies” shall mean Holdings and its Subsidiaries (other than Excluded Subsidiaries); and “Company” shall mean any one of them.

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

“Conforming Changes” shall mean, with respect to use, administration of or conventions associated with SOFR, Term SOFR or any proposed Successor Rate, as applicable, any conforming changes to the definitions of Alternate Base Rate, SOFR, Term SOFR and Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of Business Day and U.S. Government Securities Business Day, timing of borrowing requests or prepayment, conversion or continuation notices, and length of lookback periods) as may be appropriate, in Administrative Agent's discretion, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as Agent determines, in consultation with the Borrowers, is reasonably necessary in connection with the administration of any Loan Document).

“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 Amortization Expense” shall mean, for any period, the amortization expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted (without duplication) by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income (other than with respect to clauses (p) or (n), which shall be added in any event) and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary that is an Excluded Subsidiary of Holdings only if a corresponding amount would be permitted at the date of determination to be distributed to Holdings by such Subsidiary that is an Excluded Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Subsidiary):

(a) Consolidated Interest Expense for such period, plus

(b) Consolidated Amortization Expense for such period, plus

(d) Consolidated Tax Expense for such period, plus

(e) fees, costs, liabilities and expenses incurred in connection with the Transactions , plus

(f) the aggregate amount of all other non-cash charges, expenses or losses reducing Consolidated Net Income (excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash charges in any future period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to accounts or inventory) for such period, plus

(g) any accruals, fees, charges and expenses (including rationalization, financing, legal, tax, structuring, advising and other similar items) incurred during such period (other than Consolidated Depreciation Expense or Consolidated Amortization Expense), in connection with any acquisition, merger, consolidation, Investment, Asset Sale, other disposition of assets, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction (including, without limitation, any non-cash expenses or charges recorded in accordance with GAAP relating to equity interests issued to non-employees in exchange for services provided in connection with the Transactions), plus

(h) the amount of any restructuring charges, integration costs, retention charges, stock option and any other equity-based compensation expenses or other business optimization expenses, including, without limitation, costs associated with improvements to IT and accounting functions, costs associated with establishing new facilities, costs or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions and costs related to the closure and/or consolidation of facilities, plus

(i) (A) any extraordinary, exceptional, non-recurring or unusual gains or losses, and (B) any losses and expenses in connection with severance, relocation costs or payments and curtailments or modifications to pension and post-retirement employee benefit plans, plus

(j) any other non-cash charges, expenses or losses including any write offs or write downs reducing Consolidated Net Income for such period and any non-cash expense relating to the vesting of warrants (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), plus

(k) the amount of customary indemnities and expenses paid or accrued in such period and deducted (and not added back) in such period in computing Consolidated Net Income, plus

(l) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds by third Persons that are not Loan Parties contributed to the capital of Holdings or any Subsidiary, plus

(m) any net loss from disposed or discontinued operations, plus

(n) to the extent not already included in the Consolidated Net Income of such Person and its Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated EBITDA shall include the amount of cash proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder, plus

(o) retention, recruiting, relocation and signing bonuses and expenses, stock option and other equity-based compensation expenses, severance costs, stay bonuses, transaction fees and expenses and management fees and expenses, any one time expense relating to enhanced accounting function or other transaction costs, including those associated with becoming a public company, integration costs, transition costs, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring strategic initiatives, costs incurred in connection with acquisitions and non-recurring intellectual property development, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design and implementation costs), project start-up costs and other restructuring charges, and accruals or reserves (including restructuring costs related to acquisitions and to closure/consolidation of facilities, retention charges, and systems establishment costs), plus

(p) (i) the Consolidated EBITDA during the relevant Test Period of any Person acquired as a result of a Specified Transaction determined on a Pro Forma Basis, and (ii) the amount of “run rate” and other cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrowers in good faith to be realized in connection with the Transactions or any Specified Transaction or the implementation of an operational initiative or operational change (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) a duly completed certificate signed by a Responsible Officer of the Borrowers shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 5.01(d), certifying that (i) such cost savings, operating expense reductions, other operating improvements and synergies are factually supportable and reasonably anticipated to be realizable in the good faith judgment of the Borrowers, within 24 months after the consummation of the Specified Transaction or the implementation of an initiative or operational change, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (y) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (p) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, that in no event shall amounts included in the calculation of Consolidated EBITDA in reliance upon this clause (p)(ii) comprise more than 20% of Consolidated EBITDA, plus

(q) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (y) below for any previous period and not added back, plus

(r) any non-cash increase in expenses (A) resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, or (B) due to purchase accounting adjustments, plus

(s) the amount of payments by any of the Borrowers or any of their Restricted Subsidiaries for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a

majority of the Board of Directors or a majority of the disinterested members of the Board of Directors of such Borrower or such Restricted Subsidiary in good faith and fees and expenses paid to directors of any of the Borrowers or their direct or indirect parent entities, plus

(t) any net loss from disposed, abandoned or discontinued operations or product lines, plus

(u) costs related to implementation of operational and reporting systems and technology initiatives in an amount not to exceed $25,000,000 during any twelve month period, plus

(v) the non-cash portion of straight line rent expense, plus

(w) earn-out obligations with respect to any Permitted Acquisitions or other investment and paid or accrued during the applicable period to the extent such earn-out obligations are deducted from the calculation of such Consolidated Net Income.

(x) subtracting therefrom (A) any net gain from disposed or discontinued operations and (B) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period.

There shall be included in determining Consolidated EBITDA for any period, without duplication of clause (p) above or any other clause above, (A) the Acquired EBITDA of any Person, property, business or asset acquired by a Borrower or any Subsidiary (other than if acquired by an Excluded Subsidiary) during such period to the extent not subsequently sold, transferred or otherwise disposed of by a Borrower or such Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Excluded Subsidiary that is converted into a Subsidiary Guarantor during such period (each a “Converted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate prepared in good faith and executed by a Responsible Officer and delivered to the Administrative Agent.

For purposes of the covenants set forth in Article VI, Consolidated EBITDA shall not include any Consolidated Net Income or, without duplication, any other amounts attributable to an Excluded Subsidiary, except to the extent actually distributed in cash to, and actually received by, a Loan Party.

“Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Fixed Charges for such Test Period. For the avoidance of doubt, Consolidated EBITDA shall not include any Consolidated Net Income or, without duplication, any other amounts attributable to an Excluded Subsidiary, except to the extent actually distributed in cash to, and actually received by, a Loan Party.

“Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication, of

(a) Consolidated Interest Expense for such period;

(b) the aggregate amount of Unfinanced Capital Expenditures of Holdings and its Subsidiaries (other than Excluded Subsidiaries) for such period;

(c) all cash payments in respect of income taxes of Holdings and its Subsidiaries (other than Excluded Subsidiaries which are not part of the consolidated tax group of Holdings) made during such period (net of any cash refund in respect of income taxes actually received during such period);

(d) the principal amount of all scheduled amortization payments on all Indebtedness (including the principal component of all Capital Lease Obligations) of Holdings and its Subsidiaries (other than Excluded Subsidiaries) for such period (as determined on the first day of the respective period);

(e) all cash dividend payments on any series of Disqualified Capital Stock of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) (other than dividend payments to Borrowers or any of their Subsidiaries that are Subsidiary Guarantors); and

(f) all cash dividend payments on any Preferred Stock (other than Disqualified Capital Stock) of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) (other than dividend payments to Borrowers or any of their Subsidiaries that are Subsidiary Guarantors).

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Holdings and its Subsidiaries (other than Excluded Subsidiaries) for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of Holdings and its Subsidiaries (other than Excluded Subsidiaries) for such period;

(b) commissions, discounts and other fees and charges owed by Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c) amortization of debt issuance costs, debt discount or premium, unused line fees, commitment fees, prepayment premiums, upfront fees, administrative agency costs and other financing fees and expenses incurred by Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) for such period;

(d) cash contributions to any employee stock ownership plan or similar trust made by Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than Delaware City, Paulsboro, Toledo, Chalmette, Torrance or any of their respective Wholly Owned Subsidiaries) in connection with Indebtedness incurred by such plan or trust for such period;

(e) all interest paid or payable with respect to discontinued operations of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) for such period;

(f) the interest portion of any deferred payment obligations of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) for such period;

(g) all interest on any Indebtedness of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) of the type described in clause (f) or (k) of the definition of “Indebtedness” for such period;

(h) minus the total consolidated interest income of Holdings and its Subsidiaries (other than Excluded Subsidiaries) for such period;

provided that (a) to the extent directly related to the Transactions, debt issuance costs, debt discount or premium and other financing fees, costs and expenses shall be excluded from the calculation of Consolidated Interest Expense and (b) Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements related to interest rates (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements related to interest rates.

Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness (other than Indebtedness incurred for ordinary course working capital needs under ordinary course revolving credit facilities) incurred, assumed or permanently repaid or extinguished at any time on or after the first day of the Test Period and prior to the date of determination in connection with any Permitted Acquisitions and Asset Sales and other dispositions of assets (in each case, other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries (except for Excluded Subsidiaries unless distributed in cash to, and actually received by, a Loan Party) determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(a) the net income (or loss) of any person (other than a Borrower or a Subsidiary Guarantor) in which any person other than Holdings, the other Borrowers and the Subsidiary Guarantors has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Borrowers or Subsidiary Guarantors;

(b) the net income of any Subsidiary of Holdings (other than a Subsidiary Guarantor) during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary (other than a Subsidiary Guarantor) of that income is not permitted as of the relevant date of determination by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Subsidiary (other than a Subsidiary Guarantor) during such period, except that Holdings’ equity in net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income;

(c) the after-tax effect of any extraordinary, exceptional, non-recurring or unusual gain (or loss) realized during such period by Holdings or any of its Subsidiaries upon any Asset Sale or other dispositions of assets by Holdings or any of its Subsidiaries;

(d) the after-tax effect of gains and losses due solely to fluctuations in currency values determined in accordance with GAAP for such period;

(e) earnings resulting from any reappraisal, revaluation or write-up of assets;

(f) unrealized gains and losses with respect to Hedging Obligations for such period;

(g) the after-tax effect of any extraordinary or nonrecurring gain (or extraordinary or non-recurring loss) recorded or recognized by Holdings or any of its Subsidiaries during such period;

(h) the cumulative effect of changes in accounting principles during such period;

(i) the after-tax effects of adjustments (including the effects of such adjustments pushed down to Holdings and Subsidiaries) in the property and equipment, inventory and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof,

(j) the after-tax effect of income (or loss) from the early extinguishment of Indebtedness or swap obligations under Hedging Agreements or other derivative instruments;

(k) any impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP,

(l) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded, and

(m) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Asset Sale, other disposition of assets, recapitalization, Investment, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction.

“Consolidated Tax Expense” shall mean, for any period, the tax expense (including taxes based on income, profits, capital gains, property excise, franchise, capital, stamp, sales, value-added withholdings and similar federal, state, local or foreign taxes, and including penalties and interest thereon), of Holdings and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in clauses (e) and (f) of Section 6.02, the following conditions:

(a) Borrowers shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien; and

(b) at the option and at the reasonable request of the Administrative Agent, to the extent such Lien is in an amount in excess of $20,000,000, the appropriate Loan Party shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and the Administrative Borrower’s reasonable estimate of all interest and penalties related thereto.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or

indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises; or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties and other customary contractual indemnities. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

“Cost” shall mean, as determined by the Collateral Agent acting reasonably and in good faith consistent with customary industry practice for asset-based financings in the refining industry, with respect to hydrocarbon Inventory, the market value; provided, that for purposes of the calculation of the Borrowing Base, the Cost of the hydrocarbon Inventory shall not include: (i) the portion of the cost of hydrocarbon Inventory equal to the profit earned by any Affiliate on the sale thereof to a Loan Party or (ii) write-ups or write-downs in cost with respect to currency exchange rates.

“Co-Syndication Agents” shall have the meaning assigned to such term in the preamble hereto.

“Covered Entity” shall mean: (a) a "covered entity," as defined and interpreted in accordance with 12 C.F.R. §252.82(b); (b) a "covered bank," as defined in and interpreted in accordance with 12 C.F.R. §47.3(b); or (c) a "covered FSI," as defined in and interpreted in accordance with 12 C.F.R. §382.2(b).

“Covered Party” shall have the meaning assigned to such term in Section 10.20(a).

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit to the effect of increasing its face amount or extending its expiration date, by any Issuing Bank.

“Daily Simple SOFR” shall mean, with respect to any applicable determination date, the secured overnight financing rate published on the FRBNY website (or any successor source satisfactory to Administrative Agent).

“DCR Facility” shall mean Delaware City’s petroleum refinery and all related assets and properties located in New Castle County, Delaware City, Delaware.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Defaulting Lender” means any Lender whose act or failure to act, whether directly or indirectly, causes it to meet any part of the definition of Lender Default.

“Designated Accounts Receivable” shall mean Accounts of Holdings comprised only of rack accounts receivables arising from sales occurring at a terminal or similar facility.

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part (other than in Equity Interests that are otherwise not Disqualified Capital Stock), on or prior to the ninety-first (91st) day after the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above (other than in Equity Interests that are otherwise not Disqualified Capital Stock), in each case at any time on or prior to the ninety-first (91st) day after Final Maturity Date, or (c) contains any repurchase obligation for cash purchase which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the ninety-first (91) day after the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations (other than Unasserted Contingent Obligations).

“Distressed Person” shall have the meaning assigned to such term in “Lender-Related Distress Event”.

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests in each case, in their capacity as such, or redeemed, retired, purchased or otherwise acquired, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds in a sinking or other similar fund for any of the foregoing purposes, or shall have permitted any of its Subsidiaries (other than an Excluded Subsidiary) to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside in a sinking or other similar fund of any funds for the foregoing purposes.

“Division” shall mean the division of assets, liabilities and/or obligations of a Person among two or more Persons (whether pursuant to a "plan of division" or similar arrangement), which may or may not include the original dividing Person and pursuant to which the original dividing Person may or may not survive.

“dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in an EEA Member Country that is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above; or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in the foregoing clauses and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of an EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” shall mean the date on which the conditions set forth in Section 4.01 of this Agreement are satisfied and this Agreement becomes effective pursuant to Section 10.06.

“Electronic Record” and “Electronic Signature” shall have the meanings ascribed to such terms in 15 U.S.C. §7006

“Eligible Accounts” shall have the meaning assigned to such term in Section 2.21(a).

“Eligible Assignee” shall mean any person to whom it is permitted to assign Loans and Commitments pursuant to Section 10.04(b)(i); provided that “Eligible Assignee” shall not include Parent, Borrowers or any of their respective Affiliates or Subsidiaries or any natural person.

“Eligible Positive Exchange Agreement Balance” shall mean, at any date of determination, the amount of the positive balance, valued at a mark to market basis, of the hydrocarbon Inventory that a Borrower has a right to receive from (i) an operating company counterparty or trading partner, (ii) a financial institution trading party counterparty or trading partner which is not a Lender or an Affiliate of a Lender or (iii) a financial institution trading party counterparty or trading partner which is a Lender or an Affiliate of a Lender; provided, however, that, any such Lender or Affiliate of a Lender financial institution trading party shall have delivered to the Administrative Agent a written agreement, in form and substance reasonably acceptable to the Administrative Agent, waiving any and all rights in respect of the Collateral or of offset under this Agreement with respect to any liabilities or obligations owing to such financial institution trading party in its capacity as such; in the case of a trading party or counterparty under clauses (i), (ii) or (iii), under an Exchange Agreement or money owing to a Borrower in connection with such exchange of hydrocarbon Inventory under an Exchange Agreement, net of any discounts, allowances, rebates, credits, offsets or counterclaims, including any amount billed for or representing retainage, if any, by any counterparty to an Exchange Agreement, and only to the extent such Borrower’s rights in such positive balance and in the hydrocarbon Inventory to which such positive

balance relates are subject to a valid, first priority (subject only to Permitted Liens that by operation of law have priority), perfected security interest in favor of the Administrative Agent as security for the Secured Obligations; provided, that, the value of the Eligible Positive Exchange Agreement Balance shall be subject to Reserves as reasonably determined by the Collateral Agent in good faith pursuant to the terms and conditions set forth in the definition of “Reserves”.

“Eligible Hydrocarbon Inventory” shall have the meaning assigned to such term in Section 2.21(b).

“Eligible Subsidiary” shall mean any Wholly Owned Subsidiary of a Borrower that is (i) a Domestic Subsidiary and (ii) owns Accounts and/or hydrocarbon Inventory, in each case, other than an Excluded Subsidiary.

“Embargoed Person” shall mean any party that is, or is owned or controlled by an entity that, (i) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), is subject to sanctions by the U.S. State Department, the United Nations or the European Union such that a U.S. Person cannot deal or otherwise engage in a business transaction with such Person, or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (ii) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Requirement of Law.

“Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements of Governmental Authorities, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“Environmental and Necessary Capex” shall mean capital expenditures to the extent deemed reasonably necessary, as determined by the Companies, in good faith and pursuant to prudent judgment, that are required by Applicable Law (including to comply with Environmental Laws) or are undertaken for health and safety reasons (including remedial activities).

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equipment” shall have the meaning assigned to such term in the Security Agreement.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and 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 property of, such partnership, whether outstanding on the date hereof or issued after the Effective Date, but excluding debt securities convertible or exchangeable into such equity.

“Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Holdings after the Effective Date of any Equity Interests in Holdings (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests or (ii) any contribution to the capital of Holdings.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to a Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code or Section 303(d) of ERISA (or after the effective date of the Pension Protection Act of 2006, Section 412(c) of the Code and Section 302(c) of ERISA) of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or ay successor person), as in effect from time to time.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Amount” shall have the meaning assigned to such term in Section 2.10(e).

“Excess Availability” shall mean, at any time, an amount equal to (A) the then effective Borrowing Availability, plus (B) Suppressed Availability.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” shall mean an agreement under which a Borrower undertakes to deliver goods to an unaffiliated Person or on behalf of an unaffiliated Person to a customer of such Person in exchange for such Person’s delivery of similar goods to such Borrower or a customer of such Borrower.

“Excluded Account” means any Deposit Account, Securities Account or Commodities Account (i) for which all or substantially all of the funds on deposit therein are used solely to fund payroll, 401(k) and other retirement plans and employee benefits or health care benefits, and any trust accounts, tax accounts or accounts holding funds of third parties, (ii) holding at all times less than $500,000 individually or $2,000,000 in the aggregate, together with all such other Deposit Accounts, Securities Accounts and Commodities Accounts excluded pursuant to this clause (ii), (iii) holding assets subject to Liens permitted by Section 6.02(f), (o), (r), (u), (w), (y), or (jj), (iv) holding identifiable proceeds of (A) any Indebtedness permitted under Section 6.01(e), (m), (t), (u), (v), (x), (aa), or (dd), and permitted to be secured under Section 6.02 or (B) any other funded secured Indebtedness permitted under Section 6.01 and permitted to be secured under Section 6.02 hereof, or (v) which are segregated Deposit Accounts, Securities Accounts or Commodities Accounts and contain only the proceeds of assets that do not constitute Revolving Credit Priority Collateral.

“Excluded Subsidiary” shall mean each Domestic Subsidiary in existence on the Effective Date or formed or acquired after the Effective Date, in each case, that is designated as an Excluded Subsidiary pursuant to Section 5.18(b). For the avoidance of doubt, each Excluded Subsidiary shall not be a Subsidiary Guarantor, and to the extent that an Excluded Subsidiary’s net income would otherwise be included in the definition of Consolidated Net Income or Consolidated EBITDA or any component thereof such Excluded Subsidiary’s net income shall not be included for purposes of calculating Consolidated Net Income or Consolidated EBITDA unless actually distributed in cash to, and actually received by, a Loan Party.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Borrowers hereunder: (a) Taxes imposed on or measured by its overall income or profits or franchise Taxes (including any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction) imposed on it (in lieu of income Taxes), however denominated, by a jurisdiction (i) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction, or (ii) as a result of a trade or business, a permanent establishment, or a present or former connection between the Administrative Agent, any Lender, any Issuing Bank or other recipient and the jurisdiction of the taxing authority imposing such Tax (other than any connection resulting solely from being a Lender hereunder); (b) in the case of any Lender (including a Foreign Lender (other than an assignee pursuant to a request by Administrative Borrower under Section 2.16)), any U.S. federal withholding Tax that is imposed on payments hereunder pursuant to any Requirements of Law that are in effect at the time such Lender becomes a party hereto, except to the extent that such Lender’s assignor, if any, was entitled, immediately prior to such assignment, to receive additional amounts or indemnity payments from Borrowers with respect to such withholding Tax pursuant to Section 2.15; (c) in the case of any Lender (including a Foreign Lender) who designates a new lending office, any U.S. federal withholding Tax that is imposed on payments hereunder pursuant to any Requirements of Law that are in effect at the time of such change in lending office, except to the

extent that such Lender was entitled, immediately prior to such change in lending office, to receive additional amounts or indemnity payments from Borrowers with respect to such withholding Tax pursuant to Section 2.15; (d) any Tax that is attributable to such recipient’s failure to comply with Section 2.15(e); and (e) any Taxes imposed under FATCA.

“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 Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful 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 not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party or the grant of such security interest would otherwise have become effective with respect to such Swap Obligation but for such Loan Party’s failure to constitute an “eligible contract participant” at such time.

“Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).

“ExxonMobil” means each of ExxonMobil Corporation or any of its Affiliates.

“FATCA” shall mean Sections 1471 through 1474 of the Code (or any amended or successor version that is substantially comparable thereto) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities that implement the foregoing.

“Federal Funds Effective Rate” shall mean, for any day, the per annum rate calculated by FRBNY based on such day's federal funds transactions by depository institutions (as determined in such manner as FRBNY shall set forth on its public website from time to time) and published on the next Business Day by FRBNY as the federal funds effective rate; provided, that in no event shall the Federal Funds Rate be less than zero.

“Fee Letter” shall mean the confidential fee letter, dated as of May 2, 2018, by and among the Administrative Agent and the Borrowers.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees, the Fronting Fees and any other fees which are provided for in the Fee Letter.

“Final Maturity Date” shall mean the Revolving Maturity Date.

“Financial Covenant Testing Amount” shall mean (as of any date of determination) an amount equal to 10.0% of the lesser of (i) the then existing Borrowing Base and (ii) the then current aggregate Revolving Commitments of the Lenders at such time.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“Financing Off-Take Agreements” shall mean any Off-Take Agreements that finance (i.e., a financing transaction rather than a commercial trading transaction) the acquisition, replacement, production or improvement of hydrocarbon products. “Financing Off-Take Agreements” does not include Off-Take Agreements that are not in the nature of a financing transaction (i.e., excludes Off-Take Agreements that are in the nature of a commercial trading transaction).

“Financing Oil Supply Agreements” shall mean any Oil Supply Agreements that finance (i.e., a financing transaction rather than a commercial trading transaction) the acquisition, replacement, production or improvement of hydrocarbons. “Financing Oil Supply Agreements” does not include Oil Supply Agreements that are not in the nature of a financing transaction (i.e., excludes Oil Supply Agreements that are in the nature of a commercial trading transaction).

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Amendment Effective Date” shall mean February 18, 2020.

“Foreign Lender” shall mean any Lender that is not, for U.S. federal income Tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust. In addition, solely for purposes of clauses (b) and (c) of the definition of Excluded Taxes, a Foreign Lender shall include a partnership or other entity treated as a partnership created or organized in or under the laws of the United States, or any political subdivision thereof , but only to the extent the partners of such partnership (including indirect partners if the direct partners are partnerships or other entities treated as partnerships for U.S. federal income Tax purposes created or organized in or under the laws of the United States or any political subdivision thereof) are treated as Foreign Lenders under the preceding sentence (in which event, the determination of whether a U.S. federal withholding Tax on interest payments was imposed pursuant to any Requirements of Law in effect at the time such Foreign Lender became a party hereto will be made by reference to the time when the applicable direct or indirect partner became a direct or indirect partner of such Foreign Lender, but only if such date is later than the date on which such Foreign Lender became a party hereto).

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

“Form 8-K” shall have the meaning assigned to such term in Section 5.02(a).

“FRBNY” shall mean the Federal Reserve Bank of New York.

“Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).

“Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” subject to Section 1.04, shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, 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, the European Central Bank or the Organisation for Economic Co-operation and Development).

“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by the Loan Parties.

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates or currency exchange rates, either generally or under specific contingencies and any Commodity Hedging Agreement.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Hedging Reserves” shall mean the determination by the Collateral Agent, in consultation with any Lender or any of its Affiliates that enters into a Hedging Agreement in respect of interest rates or commodity prices with any of the Loan Parties, reasonably and in good faith from the perspective of an asset-based lender, of an appropriate reserve against the Borrowing Base with respect to the exposures of the Loan Parties in respect of such Hedging Agreement relating to interest rates or commodity prices; provided, that, the maximum amount of “Hedging Reserves” shall in no event exceed $35,000,000.

“High Risk Area” shall mean (i) the Persian Gulf, and (ii) areas which are war zones or subject to material terrorism, piracy or other similar risks as reasonably determined by the Administrative Agent in consultation with the Borrowers from time to time.

“High Yield Indebtedness” shall mean collectively, (i) the Indebtedness incurred pursuant to that certain Indenture, dated as of November 24, 2015 by and among Holdings, PBF Finance, the guarantors listed on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company as paying agent, registrar, transfer agent, authenticating agent and collateral agent, under which the 2023 Senior Notes were issued, as amended, restated, supplemented, reaffirmed or otherwise modified or refinanced from time to time, (ii) the Indebtedness incurred pursuant to that certain Indenture, dated as of May 30, 2017 by and among Holdings, PBF Finance, the guarantors listed on the signature pages thereto, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company as paying agent, registrar, transfer agent, authenticating agent and collateral agent, under which the 2025 Senior Notes were issued, as amended, restated, supplemented, reaffirmed or otherwise modified or refinanced from time to time, (iii) senior unsecured loans, senior unsecured notes or other similar high yield indebtedness and/or other unsecured Indebtedness, and (iv) solely to the extent amending, extending, replacing and/or refinancing the Indebtedness under clauses (i) or (ii) of this definition, senior secured notes, that (I) if secured by the Revolving Credit Priority Collateral, are subordinated in right of priority only with respect to the Revolving Credit Priority Collateral pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, or, (II) in the case of secured notes which do not have any Liens on any of the Revolving Credit Priority Collateral , either (A) such secured notes, in respect of any Real Property where Revolving Credit Priority Collateral is located with a value in excess of $15,000,000 are subject to a collateral access agreement in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (it being understood and agreed that the form and substance of the Revolving Credit Collateral Access Letter Agreement dated as of February 9, 2012 is acceptable) or (B) the Collateral Agent, if so reasonably elected by it, shall have established Reserves in connection with the issuance of such secured notes; provided, that any Indebtedness incurred pursuant to this clause (iv) which is secured shall have a maturity date of not less than 180 days after the Revolving Maturity Date.

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Immaterial Subsidiary” shall mean, at any time, any Subsidiary that is designated by the Borrowers as an “Immaterial Subsidiary” if and for so long as such Subsidiary, together with all other Immaterial Subsidiaries, has (a) total assets at such time not exceeding 5.00% of Total Assets as of the most recent fiscal quarter for which balance sheet information is available and (b) total revenues and operating income for the most recent 12-month period for which income statement information is available not exceeding 5.00% of Holdings’ consolidated revenues and operating income, respectively; provided that such Subsidiary shall be an Immaterial Subsidiary only to the extent that and for so long as all of the above requirements are satisfied.

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.20(a).

“Increase Joinder” shall have the meaning assigned to such term in Section 2.20(c).

“Incremental Facility Amount” shall have the meaning assigned to such term in Section 2.20(a).

“Incremental Revolving Commitments” shall have the meaning assigned to such term in Section 2.20(a).

“Incremental Revolving Loan” shall have the meaning assigned to such term in Section 2.20(c).

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) [Reserved]; (d) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business and not overdue by more than 120 days unless subject to an ongoing dispute being contested in good faith); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations (other than those constituting Indebtedness pursuant to clause (e) above) and synthetic lease obligations of such person; (h) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (i) all Attributable Indebtedness of such person; (j) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above. The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor. For the avoidance of doubt, Indebtedness shall not in any event include transactions classified as operating leases in accordance with GAAP as in effect on the date hereof, regardless of any subsequent change in GAAP.

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrowers under any Loan Document.

“Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

“Information” shall have the meaning assigned to such term in Section 10.12.

“Initial Revolving Loans” shall have the meaning assigned to such term in the definition of “Revolving Commitments”.

“Intellectual Property” shall mean trademarks, trade names, service marks, copyrights, technology, trade secrets, know-how and processes.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit P.

“Intercreditor Agreements” shall mean the Receivables Intercreditor Agreement, the agreements listed on Schedule 1.01(b) and any other agreement either (i) reasonably requested by the Administrative Agent under the terms and conditions of this Agreement or (ii) reasonably designated by the Administrative Borrower and the Administrative Agent as an “Intercreditor Agreement” in each instance from time to time.

“Interest Election Request” shall mean a request by Administrative Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline Loans), the first Business Day of each April, July, October and January to occur during any period in which such Loan is outstanding, (b) with respect to any Term SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term SOFR Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Revolving Loan, Incremental Revolving Loan or Swingline Loan, the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated.

“Interest Period” shall mean, with respect to any Term SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as Administrative Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing; provided, however, that (i) an Interest Period shall be limited to the extent required under Section 2.03(d) and (ii) no Interest Period that begins prior to the Tranche A Revolving Maturity Date shall extend beyond the Tranche A Revolving Maturity Date, and no Interest Period that beings prior to the Tranche B Revolving Maturity Date (but subsequent to the Tranche A Revolving Maturity Date) shall extend beyond the Tranche B Revolving Maturity Date.

“Intermediate Products” shall mean hydrocarbon intermediate products and blendstocks. For the avoidance of doubt, Intermediate Products shall not include Certain Hydrocarbon Assets.

“Inventory” shall mean all “inventory,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, wherever located, in which any Person now or hereafter has rights.

“Investment Grade” shall mean, with respect to any Person (including Account Debtors), Persons having (or the relevant obligation of which Persons are guaranteed by other Persons having) ratings of Baa3 or higher from Moody’s Investors Service Inc. or BBB- or higher from Standard & Poor’s Ratings Group.

“Investments” shall mean, as to any person, any direct or indirect acquisition or investment by such person, whether by means of (i) the purchase or other acquisition of Equity Interests or debt or other securities of another person, (ii) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another person, including any partnership or joint venture interest in such other person, (iii) the purchase or ownership of a futures contract, or becoming liable for the sale or purchase of currency or commodities at a future date in the nature of a futures contract, or (iv) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another person or assets constituting a business unit, line of business or division of such person. Except as otherwise expressly provided in this Agreement, the amount of an Investment will be its fair market value as determined at the time the Investment is made and without giving effect to subsequent changes in value. To the extent the giving of a Guarantee or other credit support or similar liability results in an Investment, the value of such Investment outstanding at any time of determination

will be reduced upon the expiration, reduction, termination or cancellation of such Guarantee, credit support or liability in an amount equal to the Guarantee, credit support or liability expired, reduced, terminated or cancelled. Notwithstanding anything to the contrary herein, in the case of any Investment made by any Company in a Person substantially concurrently with a cash distribution by such Person to any Company (a “Concurrent Cash Distribution”), then the amount of such Investment shall be deemed to be the fair market value of the Investment, less the amount of the Concurrent Cash Distribution.

“Issuing Bank” shall mean, as the context may require, (a) Bank of America, N.A., BNP Paribas, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Trust Company Americas, MUFG Bank, Ltd., Natixis, New York Branch, Royal Bank of Canada (solely with respect to Standby Letters of Credit), Wells Fargo Bank, National Association, Societe General and Citizens Bank, N.A. (including, in each case, any respective Lending Office thereof), and each Lender or Affiliate of a Lender that has agreed with the Borrowers and the Administrative Agent to be an Issuing Bank hereunder, in its capacity as an issuer of Letters of Credit issued by it; (b) any other Lender or Affiliate of a Lender that may become an Issuing Bank pursuant to Sections 2.18(j) and (k) in its capacity as issuer of Letters of Credit issued by such Lender, and/or (c) collectively, all of the foregoing. For the avoidance of doubt, there may be one or more Issuing Banks and each Issuing Bank shall be an “Issuing Bank” hereunder from the date such Person becomes an Issuing Bank through the Maturity Date (unless otherwise consented to by the Borrowers in writing).

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F.

“Joint Lead Arrangers” shall have the meaning assigned to such term in the preamble hereto.

“Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agent.

“Last-Out Portion” shall mean, from time to time, the excess of Hedging Obligations incurred pursuant to Hedging Agreements entered into with Lenders or any of their Affiliates over the Hedging Reserves.

“Latest Maturity Date” shall mean, as of any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Revolving Loan, Incremental Revolving Commitment, Refinancing Revolving Loan or Refinancing Loan Commitment.

“LC Commitment” shall mean the commitment of an Issuing Bank to issue Letters of Credit pursuant to Section 2.18. The aggregate amount of the LC Commitments of all Issuing Banks in the aggregate shall be $2,375,000,000 plus the amount of any additional LC Commitments agreed to by the Borrowers and any existing or future Issuing Banks from time to time, but in no event shall (i) the aggregate amount of the LC Commitments of all Issuing Banks exceed (x) prior to the Tranche A Revolving Maturity Date, the Tranche A Revolving Commitments plus the Tranche B Revolving Commitments, and, on or after the Tranche A Revolving Maturity Date, the Tranche B Revolving Commitment or (ii) the LC Commitment of any one Issuing Bank exceed the amount agreed to by such Issuing Bank with the Borrowers and the Administrative Agent, except as provided in Section 2.18(a).The LC Commitment of each Issuing Bank on the Third Amendment Effective Date shall be the amount set forth on Annex IV hereto.

“LC Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a drawing under a Letter of Credit.

“LC Exposure” shall mean at any time the sum (without duplication) of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all Reimbursement Obligations outstanding at such time. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LC Request” shall mean a request by Administrative Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit H, or such other form as shall be approved by the Administrative Agent.

“Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other similar agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“Lender Default” shall mean (i) the refusal or failure of any Lender to make available its portion of any incurrence of Revolving Loans, which refusal or failure is not cured within two Business Days after the date of such refusal or failure unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination in good faith that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing); (ii) the failure of any Lender to pay over to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including the funding of any participation in any Letter of Credit) within two Business Days of the date when due; (iii) the notification by a Lender to the Borrowers or the Administrative Agent that such Lender does not intend or expect to comply with any of its funding obligations hereunder or a public statement by a Lender to that effect with respect to such Lender’s funding obligations hereunder; (iv) the failure by a Lender to confirm in a manner reasonably satisfactory to the Administrative Agent that such Lender will comply with such Lender’s obligations hereunder; or (v) the admission in writing by a Distressed Person that it is insolvent or such Distressed Person becoming subject to a Lender-Related Distress Event or a Bail-In Action.

“Lender-Related Distress Event” shall mean, with respect to any Lender, that such Lender or any Person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, other than via Undisclosed Administration, is or becomes subject to a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person, or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Lenders” shall mean (a) the financial institutions that have become a party hereto upon execution of this Agreement on the Effective Date, (b) any financial institution that has become a party hereto upon execution of the Third Amendment on the Third Amendment Effective Date, and (c) any financial institution that has become a party hereto pursuant to an Increase Joinder or an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

“Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of a Borrower on behalf of itself or any of its Subsidiaries pursuant to Section 2.18. The Letters of Credit set forth on Schedule 1.01(e) outstanding on the Effective Date shall be deemed to have been issued by the respective Issuing Bank set forth on such Schedule pursuant to this Agreement and to constitute “Letters of Credit” for all purposes hereunder.

“Letter of Credit Expiration Date” shall mean the date which is five (5) Business Days prior to the Tranche A Revolving Maturity Date; provided, that, the Letter of Credit Expiration Date with respect to a Letter of Credit will be the date which is five (5) Business Days prior to the Tranche B Revolving Maturity Date if (i) such Letter of Credit is issued on or after such fifth (5th) Business Day prior to the Tranche A Revolving Maturity Date or (ii) on the date of issuance or extension of such Letter of Credit, the sum of (x) the face amount of such Letter of Credit plus (y) the Revolving Exposure of the Tranche B Revolving Lenders does not exceed the aggregate amount of Tranche B Revolving Commitments on the date of such issuance or extension.

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, collateral assignment, hypothecation, security interest or encumbrance of any kind or any arrangement effective to provide priority or preference, or any filing of any financing statement under the UCC, in each case, effective to provide priority or preference over unsecured creditors or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Intercreditor Agreements, the Notes (if any), the Security Documents and the Fee Letter.

“Loan Parties” shall mean the Borrowers and the Subsidiary Guarantors.

“Loans” shall mean, as the context may require, a Revolving Loan or a Swingline Loan (and shall include any Loans contemplated by Section 2.20).

“London Business Day” shall mean any day on which banks are generally open for dealings in dollar deposits in the London interbank market.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, property, results of operations or financial condition of Borrowers and their Subsidiaries, taken as a whole; (b) a material adverse effect on the ability of the Loan Parties to fully perform their respective

payment obligations under any Loan Document; or (c) a material adverse effect on the rights of or benefits or remedies available to the Lenders, the Collateral Agent or the Administrative Agent under any Loan Document; provided, however, that in no event shall any effect that results from any of the following be deemed to constitute a Material Adverse Effect: (i) this Agreement, the Loan Documents or any actions taken in compliance with this Agreement or the Loan Documents, or the pendency or announcement thereof; (ii) changes or conditions generally affecting the industry in which the Borrowers and their Subsidiaries operate; (iii) changes in general economic, regulatory or political conditions (including interest rate, commodities and currency fluctuations); (iv) changes in law or Environmental Laws; (v) changes in accounting principles; or (vi) acts of war, insurrection, sabotage or terrorism, unless, in the case of each of the clauses (iii)-(vi) above, such change has a disproportionate effect on the Borrowers and their Subsidiaries or their assets as compared to the effect on other participants in the industry or their assets, as the case may be.

“Material Indebtedness” shall mean any Indebtedness (other than the Loans, Letters of Credit) or Hedging Obligations of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) in an aggregate outstanding principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” in respect of any Hedging Obligations of any Loan Party at any time shall be the maximum aggregate amount (giving effect to any netting or set-off agreements) that such Loan Party would be required to pay if the related Hedging Agreement were terminated at such time.

“Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

“Mexican Entity” shall have the meaning assigned to such term in Section 6.01(ff).

“MLP Drop Down and Railcar Assets” means (i) the assets of Holdings, the Borrowers and/or their Subsidiaries identified on Schedule 1.01(c) and (ii) the additional assets (whether real or personal, tangible or intangible or otherwise) relating to gathering, transporting and storing crude oil and to distributing, transporting and storing refined products of Holdings, the Borrowers and/or their Subsidiaries identified by the Administrative Borrower from time to time in writing to the Administrative Agent as “MLP Drop Down and Railcar Assets”.

“MNPI” shall have the meaning assigned to such term in Section 10.01(d).

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

“Net Cash Proceeds” shall mean:

(a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests) or Casualty Event, the cash proceeds actually received by Holdings or any of its Subsidiaries (other than an Excluded Subsidiary) (including cash proceeds subsequently received (as and when received by Holdings or any of its Subsidiaries (other than an Excluded Subsidiary)) in respect of non-cash consideration initially received) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional, advisory, consulting, investment banking and transactional fees, transfer and similar taxes and Borrowers’ good faith estimate of income taxes actually paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Holdings or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to

the extent and at the time any such amounts are released from such reserve, such amounts shall then constitute Net Cash Proceeds); (iii) Borrowers’ good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 270 days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 270 days of such Asset Sale, such cash proceeds shall then constitute Net Cash Proceeds); (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or indebtedness which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness or indebtedness assumed by the purchaser of such properties); (v) any survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees in respect of any such Asset Sale; and (vi) taxes paid or reasonably estimated to be actually payable in connection therewith; and

(b) with respect to any Equity Issuance or any other issuance or sale of Equity Interests by Parent, Holdings or any of Holdings’ Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith.

“Non-Guarantor Subsidiary” shall mean each Subsidiary that is not a Subsidiary Guarantor (including any Excluded Subsidiary).

“Notes” shall mean any notes evidencing the Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1, or K-2.

“Obligations” shall mean (a) obligations of Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Borrowers and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrowers and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

“OFAC” shall have the meaning set forth in the definition of “Embargoed Person.”

“Officers’ Certificate” shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president and one of the Financial Officers and, with respect to certificates other than as to financial, borrowing base and/or other collateral matters, any other officer of a Loan Party, in each case in his or her official (and not individual) capacity.

“Off-Take Agreements” shall mean (i) any off-take agreement with respect to hydrocarbon inventory or products and (ii) other similar hydrocarbon inventory or products agreements or arrangements.

“Oil Supply Agreements” shall mean any agreement entered into to provide for the supply of oil or other similar hydrocarbons.

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“Other Connection Taxes” means, with respect to the Administrative Agent, any Lender, or any Issuing Bank, Taxes imposed as a result of a present or former connection between such Administrative Agent, Lender, or Issuing Bank and the jurisdiction imposing such Tax (other than connections arising from such Administrative Agent, Lender, or Issuing Bank 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 or Loan Document).

“Other Taxes” shall mean all present or future stamp or documentary Taxes or any other excise, property or similar Taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (and any interest, additions to Tax or penalties applicable thereto) except any such Taxes that are Other Connection Taxes imposed with respect to an assignment or a participation (other than an assignee pursuant to a request by Administrative Borrower under Section 2.16).

“Overadvance” shall have the meaning assigned to such term in Section 2.02(f).

“Paid But Unexpired Standby Letters of Credit” shall mean during a Post Supplier Payment Period, the undrawn amount under an outstanding Standby Letter of Credit issued to support the purchase of hydrocarbon Inventory of a Borrower as of such date of determination where the supplier of such hydrocarbon Inventory in connection with which such Standby Letter of Credit was specifically issued has been paid in full and therefore is not entitled to draw on such Standby Letter of Credit, in whole or in part.

“Parent” shall mean PBF Energy Company LLC, a Delaware limited liability company.

“Participant” shall have the meaning assigned to such term in Section 10.04(d).

“Participant Register” shall have the meaning assigned to such term in Section 10.04(d).

“Paulsboro Facility” shall mean Paulsboro’s petroleum refinery and all related assets and properties located in Paulsboro, New Jersey.

“PBF Finance” shall mean PBF Finance Corporation, a Delaware corporation.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificates” shall mean that certain Perfection Certificate delivered by the Borrowers to the Administrative Agent on the Effective Date, substantially in the form of Exhibit L-1 or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement substantially in the form of Exhibit L-2 or any other form approved by the Administrative Agent.

“Permitted Acquisition” shall mean any transaction for the (a) acquisition of all or substantially all of the property of any person, or of any business or division, or business line or unit of any person; or (b) acquisition (including by merger or consolidation) of the Equity Interests of any person that becomes a Subsidiary after giving effect to such transaction; provided that each of the following conditions shall be met:

(i) no Specified Event of Default then exists or would result therefrom (and at the time of signing of the relevant Acquisition Agreement no Event of Default then exists or would result therefrom);

(ii) after giving effect to such transaction (or, at the option of the Administrative Borrower, at the time of signing of the relevant Acquisition Agreement), Pro Forma Excess Availability is greater than the Threshold Amount; provided, however, that, in the event that the Administrative Borrower elects to have Pro Forma Excess Availability tested at the time of signing of the relevant Acquisition Agreement, such Permitted Acquisition must close within 180 days of such signing or, in the event that such Permitted Acquisition closes more than 180 days after such signing, Pro Forma Excess Availability shall also be required to be greater than the Threshold Amount at the time of closing (which such 180 day period may, at the option of the Administrative Borrower, continue for one additional and successive period of 90 days, subject, to the extent applicable, to clause (B) of the second proviso below); provided, further, that, (x) in the event the Administrative Borrower elects to have Pro Forma Excess Availability tested at the time of signing of the relevant Acquisition Agreement and notifies the Administrative Agent at such time that it intends to make a Revolving Borrowing (other than a Revolving Borrowing made on account of Incremental Revolving Commitments relating to Permitted Acquisitions) to fund such Permitted Acquisition, the Administrative Agent shall record a Reserve against the lesser of the Borrowing Base and the aggregate Revolving Commitments (other than Incremental Revolving Commitments relating to such Permitted Acquisition) in the amount of such requested Borrowing until such time as such requested Borrowing is made to fund such Permitted Acquisition or the Administrative Borrower notifies the Administrative Agent that the Permitted Acquisition transaction has terminated; provided, that (A) such requested Borrowing shall not be subject, to the extent of such Reserve, to any condition to funding other than compliance with Section 4.02(d) hereof and that no Event of Default shall have occurred and be continuing at the time of funding, and (B) if such Permitted Acquisition has not been closed or terminated within 180 days of such signing, then at Borrowers’ election, (1) any obligations of the Lenders to fund such Permitted Acquisition pursuant to the terms and conditions of this subclause (ii) and the recorded Reserve shall be terminated or (2) the recorded Reserve and the Lenders’ obligations to fund such Permitted Acquisition pursuant to the terms and conditions of this subclause (ii) shall continue for one additional and successive

period of 90 days from the date such election in this subclause (B) is made by the Administrative Borrower but, in no event, beyond such additional period and (y) in the event that the Administrative Borrower elects to have Pro Forma Excess Availability tested at the time of signing of the relevant Acquisition Agreement for purposes of determining whether it is a Permitted Acquisition and does not notify the Administrative Agent at such time of any intention to make a Revolving Borrowing (other than a Revolving Borrowing made on account of Incremental Revolving Commitments relating to Permitted Acquisitions) to fund such Permitted Acquisition and the Administrative Borrower determines to make a Revolving Borrowing (other than a Revolving Borrowing made on account of Incremental Revolving Commitments relating to Permitted Acquisitions) to fund such Permitted Acquisition at the time of closing, Pro Forma Excess Availability solely for purposes of such Revolving Borrowing shall instead be tested as of the closing date of such Permitted Acquisition for purposes of determining whether Excess Availability is greater than the Threshold Amount;

(iii) [Reserved];

(iv) the person or business to be acquired shall be, or shall be engaged in, a business of the type that Borrowers and the Subsidiaries are permitted to be engaged in under Section 6.12 and the property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents (in each case, except to the extent the equivalent assets of a Loan Party (such Loan Party as of the date hereof) are not required to be subject to the Lien of the Security Documents) to the extent required by Section 5.10 hereof and shall be free and clear of any Liens, other than Permitted Liens (in each case, to the extent, and within the time period set forth in Article V of this Agreement and only to the extent the Administrative Borrower has not made an election under Section 5.18(b));

(v) the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (unless such opposition has been publicly withdrawn);

(vi) all transactions in connection therewith shall be consummated without violation of any material applicable Requirements of Law, except, in each case, as would not constitute a breach or violation of the terms and conditions of the underlying Acquisition Agreement as in effect from time to time;

(vii) [Reserved];

(viii) No later than upon consummation of the transaction, Administrative Borrower shall have delivered to the Agents and the Lenders an Officers’ Certificate certifying that such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance); and

(ix) the business to be acquired and its Subsidiaries, shall, subject to an election by Administrative Borrower under Section 5.18(b), become Subsidiary Guarantors in accordance with Section 5.10.

“Permitted Amendment” shall mean an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, setting forth the terms and conditions of Permitted Amendment Loans and/or Commitments made in accordance with and pursuant to Section 10.19 of this Agreement.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Receivables Sale” shall mean the sale of Designated Accounts Receivable in an aggregate amount not to exceed the Purchased Receivables Cap.

“Permitted Refinancing Indebtedness” means any Indebtedness of any Loan Party issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge, other Indebtedness of such Person (other than intercompany Indebtedness); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on such Indebtedness and the amount of all expenses and premiums, underwriting, issuance, commitment, syndication and other similar fees, costs and expenses incurred in connection therewith); (b) such Permitted Refinancing Indebtedness has a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (c) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (d)(i) if the stated maturity of the Indebtedness being refinanced is earlier than the Latest Maturity Date, the Permitted Refinancing Indebtedness has a stated maturity no earlier than the stated maturity of the Indebtedness being refinanced or (ii) if the stated maturity of the Indebtedness being refinanced is on or later than the Latest Maturity Date, the Permitted Refinancing Indebtedness has a stated maturity at least 91 days later than the Latest Maturity Date; and (e) (i) if such Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is secured, the terms of the security documents of such Permitted Refinancing Indebtedness shall be (taken as a whole) no more favorable to the secured parties in respect of such Permitted Refinancing Indebtedness than the terms of the security documents of such Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; or (ii) if such Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is unsecured, the obligations in respect of such Permitted Refinancing Debt shall be unsecured.

“Permitted Tax Distributions” shall mean payments, dividends or distributions by Borrowers, Subsidiary Guarantors and their respective Subsidiaries in order for any of their owners (direct or indirect) or any Loan Party to pay federal, state or local income and franchise taxes attributable to the income of Holdings or any of its Subsidiaries in an amount not to exceed the income and franchise tax liabilities that are attributable to them based upon the income of Holdings and its Subsidiaries, reduced by any such income taxes paid or to be paid directly by Holdings or its Subsidiaries.

“person” and “Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Section 4069 of ERISA).

“Post-Acquisition Period” means, with respect to any Permitted Acquisition or the conversion of any Excluded Subsidiary into a Subsidiary Guarantor, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion is consummated.

“Post Supplier Payment Period” shall mean the period commencing on the date on which a Borrower shall have paid in full all amounts owed for the purchase of hydrocarbon Inventory (the “Full Payment Date”) the payment for which was supported by a Standby Letter of Credit issued specifically for such purpose and ending on the sooner of (a) twenty one (21) days after the Full Payment Date or (b) the date the original of such Standby Letter of Credit is returned to the applicable Issuing Bank for cancellation with such instructions for cancellation as such issuer may require.

“PR Excise Tax Exposures” shall have the meaning assigned to such term in Section 2.22(i).

“Preferred Stock” shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Effective Date.

“Private Side Communications” shall have the meaning assigned to such term in Section 10.01(d).

“Private Siders” shall have the meaning assigned to such term in Section 10.01(d).

“Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Subsidiary or the Consolidated EBITDA of the Borrowers, (a) the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that is factually supportable and is expected to have a continuing impact and (b) additional good faith pro forma adjustments arising out of cost savings initiatives attributable to such transaction and additional costs associated with the combination of the operations of such Acquired Entity or Business or Converted Subsidiary with the operations of the Borrower and its Subsidiaries, in each case being given pro forma effect, that (i) have been realized or (ii) will be implemented following such transaction and are supportable and quantifiable and expected to be realized within the succeeding twenty-four (24) months and, in each case, including, but not limited to, (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead, taking into account, for purposes of determining such compliance, the historical financial statements of the Acquired Entity or Business or Converted Subsidiary and the consolidated financial statements of the Borrower and its Subsidiaries, assuming such Permitted Acquisition or conversion, and all other Permitted Acquisitions or conversions that have been consummated during the period, and any Indebtedness or other liabilities repaid in connection therewith had been consummated and incurred or repaid at the beginning of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the interest rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided, that, so long as such actions are initiated during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be assumed that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the

entirety of such Test Period; provided, further, that in no event shall such amounts calculated in reliance upon clause (b) above comprise more than 20% of Consolidated EBITDA.

“Pro Forma Basis” and “Pro Forma Effect” shall mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of an Asset Sale or other disposition of all or substantially all Equity Interests in any Subsidiary of the Borrowers (other than an Excluded Subsidiary) or any division, product line, or facility used for operations of the Borrowers or any of its Subsidiary Guarantors (other than an Excluded Subsidiary), shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Subsidiaries (other than Excluded Subsidiaries) in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its Subsidiaries (other than an Excluded Subsidiary) and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Forma Excess Availability” shall mean, for any date of determination, the average Excess Availability for 30 days prior to, and including, such date, after giving effect to the transactions occurring on such date, based on assumptions and calculations reasonably acceptable to the Administrative Agent; it being agreed that, for purposes of calculating Pro Forma Excess Availability, unless the Administrative Agent shall otherwise agree in its reasonable discretion, no Accounts or hydrocarbon Inventory to be acquired in an Investment otherwise permitted under Section 6.04 shall be included in the Borrowing Base until the Administrative Agent shall have (i) completed a preliminary desktop examination in scope and with results reasonably satisfactory to the Administrative Agent and (ii) other than to the extent that Pro Forma Excess Availability is tested at the signing of an Acquisition Agreement pursuant to clause (ii) of the definition of Permitted Acquisition, received (A) the results of a customary physical hydrocarbon Inventory count, in scope and with results reasonably satisfactory to Administrative Agent or (B) an interim working capital inventory statement delivered by the seller (and acceptable to the purchaser pursuant to the relevant purchase or acquisition agreement); provided, that, the amount of such hydrocarbon Inventory included in the Borrowing Base shall equal the least of the amount reflected in (1) such preliminary desktop examination, (2) to the extent required, such customary physical hydrocarbon Inventory count or (3) to the extent required, such interim working capital inventory statement; provided, that, other than to the extent that Pro Forma Excess Availability is tested at the signing of an Acquisition Agreement pursuant to clause (ii) of the definition of Permitted Acquisition, such a customary physical hydrocarbon Inventory count shall be conducted; provided, further, that, such Accounts or hydrocarbon Inventory shall only be included in the Borrowing Base for a period of 45 days (or such longer period as may be agreed to by the Administrative Agent, but in no event longer than 90 days) following the completion of such desktop examination and receipt of such physical hydrocarbon Inventory count; provided, further, that following the completion of a field examination by the Administrative Agent in scope and with results reasonably satisfactory to Administrative Agent such Accounts and hydrocarbon Inventory shall thereafter be included in the Borrowing Base.

“Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment; provided that for purposes of Section 2.19(b) and (c), “Pro Rata Percentage” shall mean the percentage of the total Revolving Commitments (disregarding the Revolving Commitment of any Defaulting Lender to the extent its Swingline Exposure or LC Exposure is reallocated to the non-Defaulting Lenders) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Pro Rata Percentage shall be determined based upon the Revolving Commitments most recently in effect, after giving effect to any assignments.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Public Siders” shall have the meaning assigned to such term in Section 10.01(d).

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction, development or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement plus any costs, fees, expenses and other liabilities related thereto, as the case may be.

“Purchased Hydrocarbon Assets” shall have the meaning assigned to such term in Section 6.01(v).

“Purchased Receivables” means Designated Accounts Receivable purchased by a Receivables Purchaser under the terms of the Receivables Purchase Agreement for cash.

“Purchased Receivables Collateral” means all Purchased Receivables and Purchased Receivables Related Security.

“Purchased Receivables Cap” means an amount not to exceed $500,000,000 at any time outstanding of face principal amount (including, for the avoidance of doubt, any applicable sales or excise taxes thereon) of Purchased Receivables sold pursuant to the Receivables Purchase Agreement and as to which such principal amount has not been paid by the underlying obligor.

“Purchased Receivables Collections” means, collectively (without duplication), all cash collections, wire transfers, electronic wire transfers and other cash proceeds of the Purchased Receivables, and all cash proceeds of Purchased Receivables Related Security with respect to such Purchased Receivables.

“Purchased Receivables Related Security” means, with respect to any Purchased Receivable:

(a) all of Holdings’ rights, remedies and obligations that relate to the collection or enforcement of such Purchased Receivable;

(b) all credit insurance and other similar agreements or arrangements supporting or securing payment of such Purchased Receivable;

(c) all other documents, purchase orders, invoices, books, records (other than with respect to such Purchased Receivable) and other information solely to the extent relating to such Purchased Receivable;

(d) all identifiable Purchased Receivables Collections in respect of such Purchased Receivable (including amounts on deposit in the Receivables Collection Account identifiable as proceeds of Purchased Receivables Collateral); and

(e) all proceeds of any of the foregoing.

“QFC Credit Support” shall have the meaning assigned to such term in Section 10.20.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Railcar Financing” shall have the meaning assigned to such term in Section 6.01.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Agent” means Citibank, N.A.

“Receivables Collection Account” means the account of Holdings maintained at Wells Fargo Bank, N.A. into which all Purchased Receivables Collections in respect of Purchased Receivables are paid by the applicable customer, which Receivables Collections Account shall, at all times, constitute a Blocked Account hereunder.

“Receivables Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the First Amendment Effective Date, entered into by and among Collateral Agent, Receivables Agent and Holdings, as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time.

“Receivables Purchase Agreement” shall mean that certain Receivables Purchase Agreement, dated as of the First Amendment Effective Date, entered into by and among Holdings, the financial institutions from time to time party thereto as Purchasers (each a “Receivables Purchaser” and collectively, the “Receivables Purchasers”) and Citibank, N.A. as Agent, as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time to the extent not in violation of the terms of the Receivables Intercreditor Agreement.

“Receivables Purchase End Period” means the earlier of (i) an Event of Default has occurred and is continuing, or (ii) (I) any day on which Excess Availability is less than or equal to the greater of (a) 17.5% of the lesser of (x) the then existing Borrowing Base or (y) the then current aggregate Revolving Commitments of the Revolving Lenders or (b) $175,000,000 and (II) notice has been given by the Collateral Agent to the Receivables Agent of the occurrence of the circumstances described in subclause (ii); provided; that any such Receivables Purchase End Period under subclause (ii) shall continue until Excess Availability shall have exceeded the greater of (a) 17.5% of the lesser of (x) the

then existing Borrowing Base or (y) the then current aggregate Revolving Commitments of the Revolving Lenders or (b) $175,000,000, for a period of at least forty five (45) consecutive days.

“Receivables Purchaser” and “Receivables Purchasers” have the meanings assigned to such terms in the definition of “Receivables Purchase Agreement”.

“Refinancing Loan Commitments” has the meaning assigned to such term in Section 2.20(e).

“Refinancing Loans” has the meaning assigned to such term in Section 2.20(e).

“Register” shall have the meaning assigned to such term in Section 10.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reimbursement Obligations” shall mean Borrowers’ obligations under Section 2.18(e) to reimburse LC Disbursements.

“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding, LC Exposure and unused Commitments; provided that the Loans, LC Exposure and unused Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirements of Law” shall mean, collectively, any and all applicable requirements of any Governmental Authority including any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes or case law.

“Rescindable Amount” shall have the meaning assigned to such term in Section 2.14(e).

“Reserves” shall be determined by the Collateral Agent from time to time, acting reasonably and in good faith, pursuant to standards and practices generally applied by the Collateral Agent (from the standpoint of an asset-based lender) to borrowing base debtors in the refining markets,

and shall not limit Borrowing Availability on account of conditions or circumstances already addressed in the eligibility criteria for the assets in the Borrowing Base and/or otherwise result in a duplicative adverse impact on Borrowing Availability under the Borrowing Base and shall not include Hedging Reserves. Once the Reserves have been so determined by the Collateral Agent, the Reserves will not be changed in a manner adverse to the Borrowers except to address circumstances, conditions, events or contingencies underlying the determination of the Reserves that adversely impact the value of the Borrowing Base, and then only in a manner and to an extent that bears a reasonable relationship to changes in circumstances, conditions, events or contingencies; provided that circumstances, conditions, events or contingencies arising prior to the Effective Date of which the Collateral Agent have actual knowledge prior to the Effective Date shall not be the basis for any establishment or modification of any Reserve unless such circumstances, conditions, events or contingencies shall have changed since the Effective Date. Any Reserves established by the Collateral Agent with respect to the value of Eligible Positive Exchange Agreement Balances as provided in the proviso of such definition shall not be duplicative of any other Reserve. For the avoidance of doubt, “Reserves” shall include any Reserves established by the Collateral Agent, acting reasonably and in good faith, pursuant to standards and practices generally applied by the Collateral Agent (from the standpoint of an asset-based lender) with respect to cash collections relating to Purchased Receivables and amounts for which Holdings is responsible relating to dilution and other matters which would reasonably be expected to adversely affect the Borrowing Base (from the standpoint of an asset-based lender).

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority

“Revolving Availability Period” shall mean (i) with respect to the Tranche A Revolving Commitments, the period from and including the Effective Date to but excluding the earlier of (A) the Business Day preceding the Tranche A Revolving Maturity Date and (B) the date of termination of the Tranche A Revolving Commitments and (ii) with respect to the Tranche B Revolving Commitments, the period from and including the Effective Date to but excluding the earlier of (A) the Business Day preceding the Tranche B Revolving Maturity Date and (B) the date of termination of the Tranche B Revolving Commitments.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder, in each case up to the amount set forth on Annex IV hereto or by an Increase Joinder, or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Lenders’ Revolving Commitments on the Effective Date is $3,400,000,000 (the Loans thereunder, the “Initial Revolving Loans”). Following the Tranche A Revolving Maturity Date, the aggregate amount of the Lenders’

Revolving Commitments shall be comprised solely of the Tranche B Revolving Commitments of Tranche B Revolving Lenders.

“Revolving Credit Priority Collateral” shall mean (i) all deposit accounts of any Loan Party (other than Excluded Accounts) as well as all funds on deposit therein, (ii) all accounts receivable of any Loan Party, (iii) all hydrocarbon inventory of any Loan Party, (iv) all related instruments, letters of credit, letter of credit rights, credit support, insurance, chattel paper, documents, supporting obligations, related payment intangibles, cash, cash equivalents, other related rights, claims, causes of action, books and records, accounting systems and other similar personal property of any Loan Party and (v) any proceeds or products of any of the foregoing. For the avoidance of doubt, “Revolving Credit Priority Collateral” shall not include (x) any plant, property or equipment of any Loan Party or (y) any Purchased Receivables Collateral.

“Revolving Exposure” shall mean, with respect to any Lender at any time (without duplication), the aggregate principal amount at such time of all then outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

“Revolving Lender” shall mean a Lender with a Revolving Commitment.

“Revolving Loan” shall mean a Loan made by the Lenders to Borrowers pursuant to Section 2.02. Each Revolving Loan shall either be an ABR Revolving Loan or a Term SOFR Loan.

“Revolving Maturity Date” shall mean with respect to the (i) Tranche A Revolving Commitments, the Tranche A Revolving Maturity Date, (ii) Tranche B Revolving Commitments, the Tranche B Revolving Maturity Date and (iii) Refinancing Loan Commitments and the Refinancing Loans thereunder, the date set forth in the amendment giving effect thereto.

“Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.03.

“Sarbanes-Oxley Act” shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder.

“Secured Obligations” shall mean (a) the Obligations, (b) other than to the extent prohibited by applicable law (including, without limitation, the Dodd Frank Wall Street Reform and Consumer Protection Act), the due and punctual payment and performance of all obligations of Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party; provided, however, that such obligations shall have been designated as Secured Obligations in a writing from the Borrowers to the Administrative Agent and (c) the due and punctual payment and performance of all obligations of Borrowers and the other Loan Parties (including overdrafts and related liabilities) under each Treasury Services Agreement entered into with any counterparty that is a Secured Party.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, each Issuing Bank, the Lenders and each counterparty to a (a) Treasury Services Agreement if at the time of entering into such Treasury Services Agreement such person was an Agent or a Lender or an Affiliate of an Agent or a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 9.03, 10.03 and 10.09 as if it were a Lender or (b) Hedging Agreement if at the time of entering into such Hedging Agreement such Person

has been designated as a Secured Party in a writing from the Borrowers to the Administrative Agent and such Person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 9.03, 10.03 and 10.09 as if it were a Lender.

“Securities Act” shall mean the Securities Act of 1933.

“Security Agreement” shall mean that certain Security Agreement dated as of the Effective Date among the Loan Parties party thereto and the Administrative Agent for the benefit of the Secured Parties, as amended, restated, supplemented, reaffirmed or otherwise modified from time to time.

“Security Agreement Collateral” shall mean all property pledged, granted or reaffirmed as collateral pursuant to the Security Agreement (a) on the Effective Date or (b) thereafter pursuant to Section 5.10 (it being agreed and understood that such Security Agreement Collateral shall be limited in any event to Revolving Credit Priority Collateral).

“Security Documents” shall mean the Security Agreement, and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Security Agreement or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.

“SOFR” shall mean the secured overnight financing rate as administered by FRBNY (or a successor administrator).

“SOFR Adjustment” shall mean 0.10%.

“Specified Event of Default” shall mean an Event of Default existing pursuant to Section 8.01(a), (b), (g) or (h) of this Agreement.

“Specified Transaction” means any Investment, Asset Sale or other disposition outside of the ordinary course of business, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation as an Excluded Subsidiary or as a Subsidiary Guarantor (as applicable), or Incremental Revolving Commitments that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”; provided that any such Specified Transaction (other than a Restricted Payment) having an aggregate value of less than $25,000,000 shall not be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.”

“Standby Letter of Credit” shall mean any standby letter of credit.

“Subordinated Debt Payment” shall have the meaning assigned to such term in Section 6.10(a).

“Subordinated Indebtedness” shall mean Indebtedness of any Loan Party that is by its terms subordinated in right of payment to the Obligations of Borrowers and the Subsidiary Guarantors, as applicable, on terms reasonably acceptable to the Administrative Agent.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person 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, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of a Borrower.

“Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(d), and each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.10 and that has not been designated by the Administrative Borrower, in accordance with Section 5.18(b), as an Excluded Subsidiary and in any event, excluding any Foreign Subsidiary.

“Successor Rate” shall have the meaning assigned to such term in Section 2.11(b).

“Supermajority Lenders” shall mean Lenders having more than 66 2/3 % of the sum of all Loans outstanding, LC Exposure and unused Commitments; provided that the Loans, LC Exposure and unused Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority Lenders.

“Supported QFC” shall have the meaning assigned to such term in Section 10.20(a).

“Suppressed Availability” shall mean as of any date of determination the amount, if any, by which the Borrowing Base on such date exceeds the aggregate Commitments of all Lenders then outstanding.

“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.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant to Section 2.07 or Section 2.17. As of the Third Amendment Effective Date, the amount of the Swingline Commitment shall be $100,000,000 but shall in no event exceed the Tranche B Revolving Commitments.

“Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.17.

“Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” shall mean, (a) for any Interest Period relating to a Term SOFR Loan, a per annum rate equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such Interest Period, with a term equivalent to such Interest Period (or if such rate is not published prior to 11:00 a.m. on the determination date, the applicable Term SOFR Screen Rate on the U.S. Government Securities Business Day immediately preceding such date), plus the SOFR Adjustment for such Interest Period; and (b) for any Interest Period relating to an ABR Loan on any day, a per annum rate equal to the Term SOFR Screen Rate with a term of one month commencing that day; provided, that in no event shall Term SOFR be less than zero.

“Term SOFR Borrowing” shall mean a Borrowing comprised of Term SOFR Loans.

“Term SOFR Loan” shall mean Loan that bears interest based on clause (a) of the definition of Term SOFR.

“Term SOFR Screen Rate” shall mean the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time to time).

A “Test Period” at any time shall mean the period of four consecutive fiscal quarters of Borrowers ended on or prior to such time (taken as one accounting period).

“Threshold Amount” shall mean (as of any date of determination) an amount equal to 12.5% of the lesser of the then existing Borrowing Base and the then current aggregate Revolving Commitments of the Lenders at such time.

“Threshold Basket Amount” shall mean (as of any date of determination) an amount equal to 17.5% of the lesser of the then existing Borrowing Base and the then current aggregate Revolving Commitments of the Lenders at such time.

“Third Amendment” shall mean that certain Third Amendment to Senior Secured Revolving Credit Agreement, dated as of the Third Amendment Effective Date, among the Loan Parties, the Lenders party thereto and the Administrative Agent.

“Third Amendment Effective Date” shall mean May 25, 2022.

“Toledo Facility” shall mean Toledo’s petroleum refinery and all related assets and properties located in Toledo, Ohio.

“Torrance Facility” shall mean Torrance’s petroleum refinery and all related assets and properties located in Torrance, California.

“Total Assets” shall mean the total assets of Holdings and its Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of Holdings and its Subsidiaries.

“Tranche A Issuing Bank” means an Issuing Bank that is a Tranche A Revolving Lender or an Affiliate of a Tranche A Revolving Lender.

“Tranche A Revolving Commitment” shall mean each Tranche A Revolving Lender’s Revolving Commitment to make Tranche A Revolving Loans up to the amount set forth on Annex IV hereto.

“Tranche A Revolving Lender” shall mean each Lender with a Tranche A Revolving Commitment as set forth on Annex IV hereto.

“Tranche A Revolving Loan” shall mean a Loan made by Tranche A Revolving Lender to Borrowers pursuant to Section 2.02. Each Tranche A Revolving Loan shall either be an ABR Revolving Loan or a Term SOFR Loan.

“Tranche A Revolving Maturity Date” shall mean, for all Tranche A Revolving Commitments outstanding as of the Third Amendment Effective Date and the Revolving Loans thereunder (and any Incremental Revolving Commitments and the Incremental Revolving Loans thereunder), May 2, 2023.

“Tranche B Issuing Bank” means an Issuing Bank that is a Tranche B Revolving Lender or an Affiliate of a Tranche B Revolving Lender.

“Tranche B Revolving Commitment” shall mean each Tranche B Revolving Lender’s Revolving Commitment to make Tranche B Revolving Loans up to the amount set forth on Annex IV hereto.

“Tranche B Revolving Lender” shall mean each Lender with a Tranche B Revolving Commitment as set forth on Annex IV hereto.

“Tranche B Revolving Loan” shall mean a Loan made by Tranche B Revolving Lender to Borrowers pursuant to Section 2.02. Each Tranche B Revolving Loan shall either be an ABR Revolving Loan or a Term SOFR Loan.

“Tranche B Revolving Maturity Date” shall mean, for all Tranche B Revolving Commitments outstanding as of the Third Amendment Effective Date and the Revolving Loans thereunder (and any Incremental Revolving Commitments and the Incremental Revolving Loans thereunder), January 31, 2025.

“Transactions” shall mean, collectively, the transactions to occur on or prior to the Effective Date pursuant to the Loan Documents, including (a) the execution, delivery and performance of the Loan Documents and the borrowings hereunder; and (b) the payment of any and all fees, costs and expenses to be paid on or prior to the Effective Date and owing in connection with the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Treasury Services Agreement” shall mean any agreement relating to treasury, depositary, credit cards (including commercial cards (including so-called “purchase cards”, “procurement

cards” or “p-cards”)), credit card processing services, debit cards, stored value cards, and cash management services or automated clearinghouse transfer of funds.

“Trigger Event” shall mean either (i) an Event of Default has occurred and is continuing or (ii) Excess Availability is less than (A) the Threshold Amount for a period of time greater than five (5) consecutive Business Days or (B) $100,000,000 at any time; provided that such Trigger Event shall continue until (i) no Event of Default exists and (ii) Excess Availability shall have exceeded the Threshold Amount and $100,000,000 for a period of at least thirty (30) consecutive days.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Term SOFR Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“UK Financial Institution” shall mean any BRRD Undertaking (as defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unasserted Contingent Obligations” means taxes, costs, indemnifications, reimbursements, damages and other claims or liabilities in respect of which no written assertion of liability or no claim or demand for payment has been made at such time.

“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“Unfinanced Capital Expenditures” shall mean, with respect to any Person and for any period, Capital Expenditures made by such Person during such period and not financed from the proceeds of Indebtedness, Equity Issuances, Casualty Events or Asset Sales or other dispositions of assets.

“United States” shall mean the United States of America.

“U.S. Government Securities Business Day” shall mean any Business Day, except any day on which the Securities Industry and Financial Markets Association, New York Stock Exchange or FRBNY is not open for business because the day is a legal holiday under New York law or U.S. federal law.

“USA PATRIOT Act” shall have the meaning set forth in the definition of “Anti-Terrorism Laws.”

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” shall mean (a) the write-down and conversion powers of the applicable EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which powers are described in the EU Bail-In Legislation Schedule; or (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.

“Yield” shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, an interest rate floor or otherwise, in each case incurred or payable by the Borrowers generally to the Lenders with respect to such Indebtedness including any such original issue discount or upfront fees (with original issue discount being equated to interest based on an assumed four-year life to maturity or, if shorter, the actual weighted average life to maturity) payable to all Lenders providing such Indebtedness (but excluding structuring, arrangement, commitment or similar fees not shared with all such Lenders).

Section 1.02 Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Term SOFR Loan”) or by Class and Type (e.g., a “Term SOFR Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Term SOFR Borrowing”) or by Class and Type (e.g., a “Term SOFR Borrowing”).

Section 1.03 Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified or in effect (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and

words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, and (f) 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, including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP.

Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by Borrowers and the Required Lenders. Lenders and Administrative Agent acknowledge and agree that Borrowers may, at their sole option and in their sole discretion, switch from a GAAP method of accounting to a method of accounting based on the Internal Financial Reporting Standards (“IFRS”) as promulgated from time to time by the International Accounting Standards Board (the “IASB”). From and after the date the Borrowers adopt IFRS, references herein and in any other Loan Document to GAAP shall mean and refer to IFRS. If at any time any such change from GAAP to IFRS would affect the computation of any financial covenant or other covenant set forth in any Loan Document, and the Administrative Borrower shall so request, the Administrative Agent and the Administrative Borrower shall negotiate in good faith to amend any such financial covenant or other such covenant or requirement to preserve the original intent thereof in light of such change in accounting principles; provided, that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change. Notwithstanding any other provision of this Agreement to the contrary, for all purposes during the term of this Agreement and any other Loan Document, each lease that pursuant to GAAP as in effect on the Effective Date would be classified as a capital lease or an operating lease will continue to be so classified, notwithstanding any change in characterization of that lease subsequent to the Effective Date based on changes to GAAP or interpretation of GAAP.

Section 1.05 Resolution of Drafting Ambiguities.

Each party hereto acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against any party shall not be employed in the interpretation hereof or thereof.

Section 1.06 Pro Forma Calculations.

(a) Whenever a financial ratio or test is to be calculated on a Pro Forma Basis, or giving “Pro Forma Effect” the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrowers are available (as determined in good faith by the Borrowers); provided that, the provisions of this sentence shall not apply for purposes of determining actual compliance with Section 6.09 (other than for the purpose of determining Pro Forma Compliance with Section 6.09), which actual shall be based on the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period.

(b) For purposes of calculating any financial ratio or test, or basket that is based on a percentage of Consolidated EBITDA, Specified Transactions that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.06(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became (other than an Excluded Subsidiary) a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries (other than an Excluded Subsidiary) since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.06, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.06.

(c) In the event that the Borrowers or any Subsidiary (other than an Excluded Subsidiary) incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii) subject to Section 1.06(a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable Test Period.

Section 1.07 Divisions.

Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company or limited partnership, or an allocation of assets to a series of any such entity (or the unwinding of a Division or allocation) as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a Person shall constitute a separate Person hereunder

ARTICLE II

THE CREDITS

Section 2.01 Commitments.

Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly to make Revolving Loans to Borrowers, at any time and from time to time on or after the commencement of the Revolving Availability Period until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment and provided that after making a Revolving Loan, the sum of the total Revolving Exposures shall not exceed the lesser of (A) the total Revolving Commitments and (B) the Borrowing Base then in effect; provided, that, commencing on the date that is ninety-one (91) days prior to the Tranche A Revolving Maturity Date and thereafter, total Revolving Commitments shall be calculated for purposes of this Section 2.01 without giving effect to the Tranche A Revolving Commitments.

Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrowers may borrow, pay or prepay and reborrow Revolving Loans from time to time.

Section 2.02 Loans.

(a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(i) and (ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Term SOFR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.

(b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Term SOFR Loans as Administrative Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Administrative Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Term SOFR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Except with respect to Swingline Loans, Administrative Agent shall endeavor to notify Lenders of each Notice of Borrowing by 1:00 p.m. on the proposed funding date for an ABR Loan or by 3:00 p.m. three Business Days before a proposed funding of a Term SOFR Loan. Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time on the requested funding date (unless Administrative Agent’s notice is received after the times provided above, in which case Lender shall fund by 11:00 a.m. New York City time on the following Business Day), and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Administrative Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Term SOFR Borrowing), or at least 2 hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and be discharged thereby.

(e) Notwithstanding any other provision of this Agreement, (i) Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Revolving Maturity Date, (ii) on the Third Amendment Effective Date, any and all outstanding Eurodollar Loans (as defined herein prior to giving effect to the Third Amendment) shall be repaid and re-borrowed as Term SOFR Loans with an Interest Period of one (1) month and (iii) from and after the Third Amendment Effective Date, Borrowers shall not be permitted to request any Lender fund any Eurodollar Loan (as defined herein prior to giving effect to the Third Amendment).

(f) The Administrative Agent shall not, without the prior consent of Required Lenders, make (and no Issuing Bank or Swingline Lender, as applicable, shall make) any Revolving Loans or provide any Letters of Credit to the Borrowers intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would be made when one or more of the conditions precedent to the making of the Loans hereunder cannot be satisfied except, that, the Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of the Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent deems it necessary or advisable in its discretion to do so, provided, that: (A) the total principal amount of the Overadvances to the Borrowers which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the conditions precedent have not been satisfied, shall not exceed at any time, the greater of (i) $100,000,000 and (ii) an amount equal to 10.0% of the lesser of the then existing Borrowing Base and the then current aggregate Revolving Commitments of the Lenders at such time, and shall not cause the aggregate Revolving Exposures to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (B) without the consent of the Required Lenders, no Overadvance shall be outstanding for more than sixty (60) days and (C)

Administrative Agent shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c); provided further that upon written notice by the Required Lenders, no further Overadvances shall be made. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance. Notwithstanding anything to the contrary contained herein, all Overadvances outstanding as of the Tranche A Revolving Maturity Date shall be repaid on the Tranche A Revolving Maturity Date.

Section 2.03 Borrowing Procedure.

To request Loans, Administrative Borrower shall deliver, by hand delivery, telecopier or email attachment, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of Term SOFR Loans in dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of ABR Loans, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(a) the aggregate amount of such borrowing;

(b) the date of such borrowing, which shall be a Business Day;

(d) in the case of Term SOFR Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(e) the location and number of Borrowers’ account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and

(f) that the conditions set forth in Sections 4.02(b)-(e) have been satisfied as of the date of the notice.

If no election as to the Type of Loans is specified, then the requested borrowing shall be for ABR Loans. If no Interest Period is specified with respect to any requested Term SOFR Loan, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Each Borrower hereby irrevocably appoints and constitutes Holdings, in its capacity as Administrative Borrower, as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such Borrower. The Administrative Agent and Lenders may disburse the Loans to such bank account of Administrative Borrower or a Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as Administrative Borrower may designate or direct, without notice to any other Borrower or Loan Party. Administrative Borrower hereby accepts the appointment by Borrowers to act as the agent of Borrowers and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to receive statements on account and all other notices from the

Agents and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any other Borrower by Administrative Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower. No termination of the appointment of Administrative Borrower as agent as aforesaid shall be effective, except after ten (10) days’ prior written notice to Administrative Agent.

Section 2.04 Evidence of Debt; Repayment of Loans.

(a) Promise to Repay. Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Tranche A Revolving Lender, the then unpaid principal amount of each Tranche A Revolving Loan of such Tranche A Revolving Lender on the Tranche A Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Tranche B Revolving Lender, the then unpaid principal amount of each Tranche B Revolving Loan of such Tranche B Revolving Lender on the Tranche B Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the next occurring Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrowers shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. Subject to the term of this Agreement, including the conditions set forth in Section 4.02, on the Tranche A Revolving Maturity Date, outstanding Tranche A Revolving Loans may be repaid with the proceeds of additional Tranche B Revolving Loans.

(b) Lender and Administrative Agent Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain records including (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the records maintained by the Administrative Agent and each Lender pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligations of Borrowers to repay the Loans in accordance with their terms. In the event of any conflict between the records maintained by any Lender and the records of the Administrative Agent in respect of such matters, the records of the Administrative Agent shall be prima facie evidence of the information therein in the absence of manifest error.

(c) Promissory Notes. Any Lender by written notice to Administrative Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-1, or K-2, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.05 Fees.

(a) Commitment Fee. Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”) equal to the Applicable Fee per annum on the average daily unused amount of each Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears (A) on the first Business Day of April, July, October and January of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b) Administrative Agent Fees and Other Fees. Borrowers agree to pay (i) to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between Borrowers and the Administrative Agent (the “Administrative Agent Fees”) and (ii) any other fees otherwise payable under the Fee Letter in the amounts, at the times and in the manner separately agreed to therein.

(c) LC and Fronting Fees. Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Letter of Credit Fee on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each applicable Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at a rate not to exceed 0.25% per annum on the average daily amount of the LC Exposure of such Issuing Bank (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure of such Issuing Bank, as well as such Issuing Bank’s customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit in respect of Letters of Credit issued by such Issuing Bank or processing of drawings thereunder in respect of Letters of Credit issued by such Issuing Bank. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the first Business Day of April, July, October and January of each year, commencing on the first such date to occur after the Effective Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand therefor unless otherwise agreed with the applicable Issuing Bank. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d) All Fees shall be paid on the dates due, in immediately available funds in dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders and the Issuing Banks, except the Borrowers shall pay the Fronting Fees directly to the relevant Issuing Banks and Borrowers shall pay any other fees payable under the Fee Letter at the times

and in the manner separately agreed to therein. Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.06 Interest on Loans.

(a) ABR Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

(b) Term SOFR Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each Term SOFR Borrowing shall bear interest at a rate per annum equal to the Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c) Default Rate. Notwithstanding the foregoing, if there is a Specified Event of Default, any such amount of principal of or interest on any Loan or any fee or other amount payable by Borrowers hereunder that is past due shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue amounts constituting principal or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other outstanding and overdue amount, 2% plus (other than with respect to interest) the rate applicable to ABR Revolving Loans as provided in Section 2.06(a) (in either case, the “Default Rate”).

(d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan without a permanent reduction in Revolving Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (iii) accrued and unpaid interest on any and all Eurodollar Loans (as defined herein prior to giving effect to the Third Amendment) outstanding as of the Third Amendment Effective Date shall be payable on the Third Amendment Effective Date and (iv) in the event of any conversion of any Term SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Calculation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Term SOFR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be prima facie evidence thereof absent manifest error.

Section 2.07 Termination and Reduction of Commitments.

(a) Termination of Commitments. The Tranche A Revolving Commitments, the Swingline Commitment of each Tranche A Revolving Lender and the LC Commitment of each Tranche A Revolving Lender shall automatically terminate on the Tranche A Revolving Maturity Date. The Tranche B Revolving Commitments, the Swingline Commitment of each

Tranche B Revolving Lender and the LC Commitment of each Tranche B Revolving Lender shall automatically terminate on the Tranche B Revolving Maturity Date.

(b) Optional Terminations and Reductions. At their option, Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments.

(c) Borrower Notice. Administrative Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Administrative Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by Administrative Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering or other transaction which will result in the repayment of the Obligations in full in cash (other than Unasserted Contingent Obligations) and the termination of all of the Commitments, in which case such notice may be revoked by Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. Any reduction in Commitments shall be applied pro rata between the Tranche A Revolving Commitments and the Tranche B Revolving Commitments of each Revolving Lender according to its Applicable Percentage.

Section 2.08 Interest Elections.

(a) Generally. Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrowers shall not be entitled to request any conversion or continuation that, if made, would result in more than eight Term SOFR Borrowings outstanding hereunder at any one time. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) Interest Election Notice. To make an election pursuant to this Section, Administrative Borrower shall deliver, by hand delivery, telecopier or email attachment, a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if Borrowers were requesting Loans of the Type resulting from such election to be made on the effective date of

such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing; and

(iv) if the resulting Borrowing is a Term SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Term SOFR Borrowing but does not specify an Interest Period, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration.

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(c) Automatic Conversion to ABR Borrowing. If an Interest Election Request with respect to a Term SOFR Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to Administrative Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Term SOFR Borrowing and (ii) unless repaid, each Term SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.09 [Intentionally Omitted].

Section 2.10 Optional and Mandatory Prepayments of Loans.

(a) Optional Prepayments. Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of Section 2.10 and Section 2.13; provided that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,000 or, if less, the outstanding principal amount of such Borrowing.

(b) Revolving Loan Prepayments.

(i) In the event of the termination of all the Revolving Commitments, Borrowers shall, on the date of such termination, repay or prepay all their outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).

(ii) In the event of any partial reduction of the Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(iii) In the event that the sum of all Lenders’ Revolving Exposures exceeds either (A) the Borrowing Base then in effect or (B) the Revolving Commitments then in effect, Borrowers shall, without notice or demand, promptly first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and third, cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(iv) Except as provided in Section 2.18(a), in the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrowers shall, without notice or demand, promptly replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(v) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect Borrowers shall, without notice or demand, promptly repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

(c) Asset Sales. Subject to the terms and conditions of the applicable Intercreditor Agreement, not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale of Revolving Credit Priority Collateral by Holdings or any of its Subsidiaries, Borrowers shall make prepayments in accordance with Section 2.10(e) in an aggregate amount equal to the lesser of (i) the then outstanding Loans and (ii) 100% of such Net Cash Proceeds.

(d) Casualty Events. Subject to the terms and conditions of the applicable Intercreditor Agreement, not later than five Business Days following the receipt of any Net Cash Proceeds from a Casualty Event involving Revolving Credit Priority Collateral (other than Certain Hydrocarbon Assets and Intermediate Products), by Holdings or any of its Subsidiaries, Borrowers shall make prepayments in accordance with Section 2.10(e) in an aggregate amount equal to the lesser of (i) the then outstanding Loans and (ii) 100% of such Net Cash Proceeds.

(e) Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(f), subject to the provisions of this Section 2.10 (e). Subject to Section 8.02, and so long as no Event of Default shall then exist and be continuing, all mandatory prepayments shall be applied as follows: first, to the Swingline Loans until the same has been reduced to zero (0); second, to the Revolving Loans until the same has been reduced to zero (0); and third, to cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).

Such mandatory prepayments of the Swingline Loans and Revolving Loans shall not cause a corresponding reduction in the Swingline Commitment or Revolving Commitments.

Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Term SOFR Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Term SOFR Loans on the last day of the then next-expiring Interest Period for Term SOFR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

(f) Notice of Prepayment. Administrative Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable; provided that a notice of prepayment delivered by Administrative Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering, in which case such notice may be revoked by Administrative Borrower (by notice to the Administrative Agent on or prior to the specified payment date) if such condition is not satisfied. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

Section 2.11 Inability to Determine Rate; Successor Rates.

(a) Inability to Determine Rate: If, in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 2.11(b), and the circumstances under Section 2.11(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing

or proposed ABR Loan, or (b) Administrative Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Administrative Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert ABR Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Alternate Base Rate, the utilization of such component in determining Alternate Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by Required Lenders described above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for ABR Loans, and (II) any outstanding Term SOFR Loans shall convert to ABR Loans at the end of their respective Interest Periods.

(b) Successor Rates. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”);

then, on a date and time determined by Administrative Agent (any such date, “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Loan Document (“Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment all interest will be payable on a monthly basis.

Notwithstanding anything to the contrary herein, (x) if Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date or (y) if the events or circumstances of the type described in clauses (i) or (ii) above have occurred with respect to the Successor Rate then in effect, then in each case, Administrative Agent and Administrative Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Administrative Agent from time to time, in consultation with the Borrowers, and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after Administrative Agent posts such proposed amendment to all Lenders and Borrowers unless, prior to such time, Required Lenders deliver to Administrative Agent written notice that Required Lenders object to the amendment.

Administrative Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Administrative Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with the Borrowers. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Section 2.12 Yield Protection.

(a) Increased Costs Generally. If any Change in Law shall:

(i) 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 any Lender (except any reserve requirement reflected in the Term SOFR Rate) or any Issuing Bank;

(ii) subject any Lender or any Issuing Bank to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it (except for any Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, Indemnified Taxes or Connection Income Taxes); or

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting into or maintaining any Term SOFR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Bank or such

Lender’s or such Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or any other amount), then, upon request of such Lender or such Issuing Bank, Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or any Issuing Bank determines (in good faith) that any Change in Law affecting such Lender or such Issuing Bank or any lending office of such Lender or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital and liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and delivered to Borrowers shall be prima facie evidence of the facts determined therein absent manifest error. Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof) .

Section 2.13 Breakage Payments.

In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Term SOFR Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Term SOFR Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Administrative Borrower pursuant to Section 2.16(b), then, in any such event, Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Term SOFR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount reasonably equal to the actual loss or expense arising from the liquidation or reemployment of funds obtained by

such Lender to maintain such Loss. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Borrowers (with a copy to the Administrative Agent) and shall be prima facie evidence of the facts determined therein absent manifest error. Borrowers shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

Section 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) Payments Generally. Borrowers shall make each payment required to be made by them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12, 2.13, 2.15, 2.16, 10.03 or 10.19, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices set forth in Section 10.01 hereto, except payments to be made directly to any Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15, 2.16, 10.03 or 10.19 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b) Pro Rata Treatment.

(i) Each payment by Borrowers of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

(ii) Each payment on account of principal of the Revolving Borrowings shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders, except as expressly provided in Section 2.20(d).

(c) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties. It is understood that the foregoing does not apply to any adequate protection payments under any federal, state or foreign bankruptcy, insolvency, receivership or similar proceeding, and that the Administrative Agent may, subject to any applicable federal, state or foreign bankruptcy, insolvency, receivership or similar orders, distribute any adequate protection payments it receives on behalf of the Lenders to the Lenders in

its sole discretion (i.e., whether to pay the earliest accrued interest, all accrued interest on a pro rata basis or otherwise).

(d) Sharing of Set-Off. If any Lender (and/or any Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

(e) Borrower Default. Unless the Administrative Agent shall have received notice from Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that Borrowers will not make such payment, the Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. With respect to any payment that Administrative Agent makes for the account of Lenders or any Issuing Bank hereunder as to which Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment, a "Rescindable Amount"): (1) Borrowers have not in fact made such payment, (2) Administrative Agent has made a payment in excess of the amount so paid by Borrowers (whether or not then owed), or (3) Administrative Agent has for any reason otherwise erroneously made such payment, then each Lender or Issuing Bank, as applicable, severally agrees to repay to

Administrative Agent forthwith on demand the Rescindable Amount so distributed to or otherwise made for the account of such Lender or Issuing Bank, in immediately available funds with interest thereon for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. A notice by Administrative Agent to Issuing Bank, and any Lender with respect to any amount owing under this clause (e) shall be conclusive, absent manifest error.

Section 2.15 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes except as required by applicable Requirements of Law; provided that if the applicable withholding agent shall be required by applicable Requirements of Law (as determined in the good faith discretion of the applicable withholding agent) to deduct any Tax from such payments, then (i) if such Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased by the Loan Parties as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make all such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b) Payment of Other Taxes by Borrowers. Without limiting the provisions of paragraph (a) above or (c) below, Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c) Indemnification by Borrowers. Without duplication of amounts paid by the Borrowers pursuant to Section 2.15(a), or (b), Borrowers shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Administrative Agent or such Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrowers shall not be required to indemnify the Administrative Agent or any Lender for interest, additions to tax or penalties imposed as a result of the gross negligence or willful misconduct of such Person. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, setting forth in reasonable detail the basis for the calculations of such payment or liability and including reasonable supporting evidence shall be prima facie evidence thereof absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrowers to a Governmental Authority, Administrative Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders. On or prior to the date on which such Foreign Lender becomes a Lender under this Agreement, including by assignment, any Foreign Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or under any other Loan Document shall, to the extent it may lawfully do so, deliver to Administrative Borrower and to the Administrative Agent, at the time or times reasonably requested by Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by Administrative Borrower or the Administrative Agent as will enable Administrative Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the above two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (i) through (v) of this Section) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any unreimbursed cost or expense or would be disadvantageous to such Lender in any material respect.

Without limiting the generality of the foregoing, in the event that any Borrower is resident for Tax purposes in the United States of America, any Foreign Lender shall, to the extent it may lawfully do so, deliver to Administrative 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 Foreign Lender becomes a Lender under this Agreement including by assignment (and from time to time thereafter upon the request of Administrative Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income Tax treaty to which the United States of America is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit Q, or any other form approved by the Administrative Agent, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan Documents are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business and (y) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms),

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), duly completed copies of Internal Revenue Service Form W-8IMY (or any successor forms), accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a certificate in substantially the form of Exhibit Q, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate, in substantially the form of Exhibit Q, on behalf of such beneficial owner(s),

(v) if a payment made to a Lender hereunder or pursuant to any Notes would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Administrative Agent and Administrative Borrower (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller and (B) other documentation reasonably requested by the Administrative Agent and Administrative Borrower sufficient for Administrative Agent and Administrative Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements, or

(vi) any other form prescribed by applicable Requirements of 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 Requirements of Law to permit Borrowers and the Administrative Agent to determine the withholding or deduction required to be made.

Each Foreign Lender shall, from time to time after the initial delivery by such Foreign Lender of the forms described above, whenever a lapse in time or change in such Foreign Lender’s circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate, promptly (1) deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed by such Foreign Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Foreign Lender’s status or that such Foreign Lender is entitled to an exemption from or reduction in U.S. federal withholding Tax or (2) notify Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence.

Any Lender that is not a Foreign Lender shall deliver to Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of Administrative Borrower or the Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9 certifying that it is not subject to backup withholding.

(f) Treatment of Certain Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section, it shall pay to the applicable Loan Party an amount equal to

such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to Borrowers or any other person. Notwithstanding anything to the contrary, in no event will the Administrative Agent or any Lender be required to pay any amount to a Loan Party the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position than the Administrative Agent or such Lender would have been in if the Indemnified Taxes or Other Taxes giving rise to such refund had never been imposed in the first instance.

(g) Payments. For purposes of this Section 2.15, (i) any payments by the Administrative Agent to a Lender of any amounts received by the Administrative Agent from Borrowers on behalf of such Lender shall be treated as a payment from Borrowers to such Lender and (ii) if a Lender is treated as a partnership by a jurisdiction imposing an Indemnified Tax, any withholding or payment of such Indemnified Tax by the Lender in respect of any of such Lender’s partners shall be considered a withholding or payment of such Indemnified Tax by the Borrowers.

(h) Issuing Bank. For all purposes of this Section 2.15, the term Lender shall include the Issuing Banks.

(i) No Longer “Grandfathered Obligations”. The Borrowers intend to treat the Revolving Commitments (including advances already outstanding) as not being “grandfathered obligations” for purposes of FATCA.

Section 2.16 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires Borrowers to indemnify or pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to Administrative Borrower, setting forth in reasonable detail the basis for the calculations of such costs and expenses and including reasonable supporting evidence, shall be prima facie evidence thereof absent manifest error.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if Borrowers are required to indemnify or pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender is a Defaulting Lender, or if Borrowers exercise their replacement rights under Section 10.02(d), then Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative

(i) Borrowers shall have paid (or shall have caused to be paid) to the Administrative Agent the processing and recordation fee specified in Section 10.04(b);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13) (other than indemnities and other Contingent Obligations not then due and payable), assuming for this purpose (in the case of a Lender being replaced pursuant to Section 2.12, 2.15 or 10.02(d)) that the Loans of such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts)

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv) such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply.

Each Lender agrees that, if Borrowers elect to replace such Lender in accordance with this Section 2.16(b), they shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

Section 2.17 Swingline Loans.

(a) Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.17 and in its discretion, to make Swingline Loans to Borrowers from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment or (ii) the sum of the total Revolving Exposures exceeding the lesser of (A) the total Revolving Commitments and (B) the Borrowing Base; provided that the Borrowers shall not use the proceeds of any Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Borrowers may borrow, repay and reborrow Swingline Loans.

(b) Swingline Loans. To request a Swingline Loan, Administrative Borrower shall deliver, by hand delivery, telecopier or email attachment, a duly completed and executed Borrowing Request to the Administrative Agent and the Swingline Lender, not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan. Each Swingline Loan shall be an ABR Loan. The Swingline Lender shall make each Swingline Loan available to Borrowers to an account as directed by Administrative Borrower in the applicable Borrowing Request maintained with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.18(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Administrative Borrower shall not request a Swingline Loan if at the time of or immediately after giving effect to the Extension of Credit contemplated by such request a Default has occurred and is continuing or would result therefrom. Swingline Loans shall be made in minimum amounts of $1,000,000 and integral multiples of $100,000 above such amount.

(c) Prepayment. Borrowers shall have the right at any time and from time to time to repay any Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and the Administrative Agent before 2:00 p.m., New York City time, on the proposed date of prepayment.

(d) Participations. The Swingline Lender may at any time in its discretion, and shall, at least once each week, by written notice given to the Administrative Agent (provided such notice requirement shall not apply if the Swingline Lender and the Administrative Agent are the same entity) not later than 11:00 a.m., New York City time, on the next succeeding Business Day following such notice require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve Borrowers of any default in the payment thereof. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify Administrative Borrower of any participations in any Swingline Loan acquired by the Revolving Lenders pursuant to this paragraph, and thereafter payments in respect of such

Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from Borrowers (or other party on behalf of Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph, as their interests may appear. Prior to the Tranche A Revolving Maturity Date, such participations shall be paid by the Tranche A Revolving Lenders and the Tranche B Revolving Lenders in accordance with each such Lender’s Pro Rata Percentage. From and after the Tranche A Revolving Maturity Date, such participations shall be purchased by Tranche B Revolving Lenders in accordance with each Tranche B Lender’s Pro Rata Percentage.

Section 2.18 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, Administrative Borrower may request each Issuing Bank, and each Issuing Bank agrees, to issue Letters of Credit for a Borrower’s own account or the account of a Subsidiary in a form reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time and from time to time during the Revolving Availability Period (provided that the applicable Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary). Each Issuing Bank shall have no obligation to issue, and Administrative Borrower shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, the LC Exposure would exceed the LC Commitment or the total Revolving Exposure would exceed the lesser of (A) total Revolving Commitments and (B) the Borrowing Base. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by Administrative Borrower to, or entered into by Borrowers with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. To the extent that an Issuing Bank has LC Exposure on the Effective Date that is higher than its individual LC Commitment separately agreed to with the Borrowers and the Administrative Agent then such Issuing Bank’s individual LC Commitment shall be reduced over time to at or below their agreed-upon level as existing Letters of Credit expire over time.

(b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions and Notices. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, Administrative Borrower shall deliver, by hand or telecopier (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank), an LC Request to the relevant Issuing Bank and the Administrative Agent not later than 11:00 a.m. on the second Business Day preceding the requested date of issuance, amendment, renewal or extension (or such shorter preceding date and time as is acceptable to the relevant Issuing Bank).

A request for an initial issuance of a Letter of Credit shall be provided and delivered by the Administrative Borrower and shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:

(i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(ii) the amount thereof;

(iii) the expiry date thereof (which shall not be later than the close of business on the Letter of Credit Expiration Date or such later date acceptable to the Administrative Agent and the relevant Issuing Bank);

(iv) the name and address of the beneficiary thereof;

(v) whether the Letter of Credit is to be issued for its own account or for the account of one of its Subsidiaries (provided that such Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary);

(vi) the documents to be presented by such beneficiary in connection with any drawing thereunder;

(vii) the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(viii) such other matters as the relevant Issuing Bank may reasonably require.

A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:

(i) the Letter of Credit to be amended, renewed or extended;

(ii) the proposed date of amendment, renewal or extension thereof (which shall be a Business Day);

(iii) the nature of the proposed amendment, renewal or extension; and

(iv) such other matters as the relevant Issuing Bank may reasonably require.

If requested by an Issuing Bank, Administrative Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, Administrative Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the LC Commitment, (ii) the total Revolving Exposures shall not exceed the lesser of (A) the total Revolving Commitments and (B) the Borrowing Base and (iii) the conditions set forth in Article IV in respect of such issuance, amendment, renewal or extension shall have been satisfied. Unless the relevant Issuing Bank and the Administrative Agent shall agree otherwise, no Letter of Credit shall be in an initial amount less than $100,000, in the case of a Commercial Letter of Credit, or $100,000, in the case of a Standby Letter of Credit.

Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the relevant Issuing Bank shall promptly notify the Administrative Agent, who shall promptly notify each Revolving Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.18(d). If the Issuing Bank is not the same person as the Administrative Agent, on the first

Business Day of each calendar month, each Issuing Bank shall provide to the Administrative Agent and the Administrative Borrower a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Revolving Lender.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) (w) the date which is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (x) the Letter of Credit Expiration Date (or such later date acceptable to the Administrative Agent and the relevant Issuing Bank) and (y) the expiration date set forth on the face of such Letter of Credit, and (ii) if Administrative Borrower so requests in any Letter of Credit Request, the relevant Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit such Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and set forth in such Letter of Credit. Unless otherwise directed by the relevant Issuing Bank, Borrowers shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the renewal of such Letter of Credit at any time prior to an expiry date but not later than the earlier of (i) one year from the date of such renewal and (ii) the Letter of Credit Expiration Date (or such later date acceptable to the Administrative Agent and such Issuing Bank); provided that such Issuing Bank shall not permit any such renewal if (x) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(k) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this paragraph, (1) from the Administrative Agent that any Revolving Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrowers that one or more of the applicable conditions specified in Section 4.02 are not then satisfied.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Banks or the Lenders, each Issuing Bank hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Banks, such Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Banks and not reimbursed by Borrowers on the date due as provided in Section 2.18(e), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Prior to the Tranche A Revolving Maturity Date,

participations in Letters of Credit shall be paid by Tranche A Revolving Lenders and Tranche B Revolving Lenders in accordance with each Lender’s Pro Rata Percentage. From and after the Tranche A Revolving Maturity Date, such participations shall be paid by the Tranche B Revolving Lenders in accordance with such Tranche B Revolving Lender’s Pro Rata Percentage. Without limiting the Borrowers’ obligations under this Section 2.18, on the Tranche A Revolving Maturity Date, (x) the participations in Letters of Credit issued by a Tranche B Issuing Bank and held by the Tranche A Revolving Lenders shall be reallocated among the Tranche B Revolving Lenders in accordance with such Lenders’ applicable Pro Rata Percentages (after giving effect to the termination of the Tranche A Revolving Commitments) and (y) issued and outstanding Letters of Credit, if any, issued by Tranche A Issuing Banks shall (unless otherwise agreed to with the relevant Tranche A Issuing Bank) be backstopped by Letters of Credit issued by Tranche B Issuing Banks deemed acceptable to the respective Tranche A Issuing Bank or cash collateralized at 103% of their face amount.

(e) Reimbursement.

(i) If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the date that such LC Disbursement is made if Administrative Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 3:00 p.m., New York City time, on the Business Day immediately following the day that Administrative Borrower receives such notice; provided that Administrative Borrower may request in accordance with Section 2.03 that such payment be financed with ABR Revolving Loans or Swingline Loans (which ABR Revolving Loans or Swingline Loans, as the case may be, will not be subject to the conditions to borrowing set forth herein) in an equivalent amount and, to the extent so financed, Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loans or Swingline Loans.

(ii) If Borrowers elects not to make such payment when due for any reason, then the Borrowers will be deemed to have requested a Revolving Loan to the Revolving Lenders, and which request will be automatic and not be subject to the conditions precedent set forth in Article IV. Upon delivery of written notice of such election by the Administrative Borrower to the relevant Issuing Bank, such Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from Borrowers in respect thereof (including, without limitation, any amounts under Section 2.18(e)(iii) or 2.18(h)) and such Revolving Lender’s Pro Rata Percentage thereof. Each Revolving Lender shall then fund its Pro Rata Percentage of such Revolving Loans and shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the unreimbursed LC Disbursement in the same

manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. If for whatever reason it is not possible for a Revolving Loan to be made as provided herein, the Administrative Agent shall notify the relevant Issuing Bank and each Revolving Lender of such event and such Issuing Bank shall then within one (1) Business Day notify the Administrative Agent and each Revolving Lender of the applicable LC Disbursement, the payment then due from Borrowers in respect thereof and such Revolving Lender’s Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on the date it is notified by the relevant Issuing Bank (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to such Issuing Bank the amounts so received by it from the Revolving Lenders. To the extent of any payments made by a Revolving Lender pursuant to this Section 2.18(e)(ii), no Default or Event of Default will result from the failure of the Borrowers to make reimbursement in respect of the relevant LC Disbursement, which reimbursement obligations will be satisfied by the funding of the relevant Revolving Loans. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from Borrowers pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from Borrowers thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to such Issuing Bank, as appropriate.

(iii) If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of such Revolving Lender and Borrowers severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Banks at (i) in the case of Borrowers, the rate per annum set forth in Section 2.18(g) and (ii) in the case of such Lender, at a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(f) Obligations Absolute. The Reimbursement Obligation of Borrowers as provided in Section 2.18(e) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of

Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing (other than payment), that might, but for the provisions of this Section 2.18, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of Borrowers hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of Borrowers and their Subsidiaries. None of the Agents, the Lenders, the Issuing Banks or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrowers to the extent permitted by applicable Requirements of Law) suffered by Borrowers that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or actions that are the result of relevant Issuing Bank’s gross negligence, bad faith or willful misconduct. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), each Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The relevant Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The relevant Issuing Bank shall promptly give written notice to the Administrative Agent and Administrative Borrower of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve Borrowers of their Reimbursement Obligation to such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.18(e)).

(h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless Borrowers shall reimburse such LC Disbursement or such LC Disbursement is repaid with Revolving Loans as set forth in clause (c) above in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to and including the date that Borrowers are required to reimburse such LC Disbursement under Section 2.18(e)(i), at the interest rate then in effect for ABR Loans, and thereafter, at the rate per annum determined pursuant to Section 2.06(c) until (but excluding) the date that Borrowers reimburse such LC Disbursement or such LC Disbursement is repaid with Revolving Loans as set forth in clause (e) above. Interest accrued pursuant to this paragraph shall be for the account of any Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.18(e) to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that Administrative Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, Borrowers shall deposit on terms and in accounts reasonably satisfactory to the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to 103% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrowers described in Section 8.01(g) or (h). Funds so deposited shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of Borrowers under this Agreement. If Borrowers are required to provide an amount of cash collateral under this Section 2.18(i) as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to Borrowers within three Business Days after all Events of Default have been cured or waived.

(j) Additional Issuing Banks. Borrowers may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an Issuing Bank under the terms of this Agreement, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Revolving Lender(s). Any Revolving Lender designated as an Issuing Bank pursuant to this paragraph (j) shall have all the rights and obligations of the Issuing Banks under the Loan Documents with respect to Letters of Credit issued or to be issued by it, and all references in the Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as an Issuing Bank, as the context shall require. The Administrative Agent shall notify the Lenders of any such additional Issuing Banks. If at any time there is more than one Issuing Bank hereunder, Borrowers may, in their discretion, select which Issuing Bank is to issue any particular Letter of Credit.

(k) Resignation or Removal of an Issuing Bank. Any Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior notice to the Lenders, the Administrative Agent and Administrative Borrower. Any Issuing Bank may be replaced at any time by written agreement among the Administrative Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank pursuant to Section 2.18(j) above. The Administrative Agent shall notify the Lenders of any such replacement of any such Issuing Bank. At the time any such resignation of such Issuing Bank shall become effective, Borrowers shall pay all unpaid fees accrued for the account of the retiring Issuing Bank pursuant to Section 2.05(c). From and after the effective date of any such resignation or replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit.

(l) Other. (i) No Issuing Bank shall be under any obligation to issue any Letter of Credit if

(1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it; or

(2) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank.

No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. For the avoidance of doubt, any Letter of Credit issued and outstanding under the Existing Revolving Credit Agreement as of the Effective Date immediately prior to giving effect to this Agreement shall automatically be deemed issued as a Letter of Credit under this Agreement from and after the Effective Date.

(ii) Each Issuing Bank hereby agrees that, if it shall at any time have possession of any original paper bills of lading covering hydrocarbon Inventory of the Borrowers or any other Collateral, such original paper bills of lading and other Collateral shall be held by such Issuing Bank as a designee and bailee of the Administrative Agent, on behalf of the Secured Parties, as security for the Secured Obligations.

Section 2.19 Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) the Commitment Fee shall cease to accrue on the Commitment of such Lender so long as it is a Defaulting Lender (except to the extent it is payable to the Issuing Banks pursuant to clause (c)(v) below);

(b) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s

Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.18(i) for so long as such LC Exposure is outstanding;

(iii) if any portion of such Defaulting Lender’s LC Exposure is cash collateralized pursuant to clause (ii) above, Borrowers shall not be required to pay the LC Participation Fee with respect to such portion of such Defaulting Lender’s LC Exposure so long as it is cash collateralized;

(iv) if any portion of such Defaulting Lender’s LC Exposure is reallocated to the non-Defaulting Lenders pursuant to clause (i) above, then the LC Participation Fee with respect to such portion shall be allocated among the non-Defaulting Lenders in accordance with their Pro Rata Percentages; or

(v) if any portion of such Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.19(b), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the Commitment Fee that otherwise would have been payable to such Defaulting Lender (with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and the LC Participation Fee payable with respect to such Defaulting Lender’s LC Exposure shall be payable to the relevant Issuing Bank until such LC Exposure is cash collateralized and/or reallocated;

(c) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateralized in accordance with Section 2.19(b), and participations in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (and Defaulting Lenders shall not participate therein); and

(d) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.14(d) but excluding Section 2.16(b)) may, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated non-interest bearing account and, subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participation in any Swingline Loan or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so

determined by the Administrative Agent and Administrative Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrowers or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect of LC Disbursements which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.02 are satisfied, such payment shall be applied solely to prepay the Loans of, and Reimbursement Obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or Reimbursement Obligations owed to, any Defaulting Lender.

In the event that the Administrative Agent, Administrative Borrower, each Issuing Bank or the Swingline Lender, as the case may be, each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Percentage. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that Borrowers, the Administrative Agent, the Issuing Banks, the Swingline Lender and the non-Defaulting Lenders may have against such Defaulting Lender. Unless expressly agreed by Borrowers, the Administrative Agent and the Issuing Banks, or as expressly provided herein with respect to Bail-In Actions and related matters, no reallocation of Commitments and Loans to non-Defaulting Lenders or reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The arrangements permitted or required by this Section 2.19 shall be permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions or otherwise.

Section 2.20 Increase in Commitments.

(a) Borrower Request. Administrative Borrower may from time to time by written notice to the Administrative Agent elect (which election may be exercised by the Administrative Borrower one or more times) to request after the commencement of the Revolving Availability Period and prior to the Revolving Maturity Date, increases to the existing Revolving Commitments (“Incremental Revolving Commitments”) by an amount determined by the Administrative Borrower not in excess of an aggregate amount equal to the sum of (1) $500,000,000, plus (2) an amount equal to all voluntary prepayments that have resulted in permanent reductions of the Revolving Commitments, plus (3) from and after the Tranche A Revolving Maturity Date, an amount equal to the aggregate amount of the Tranche A Revolving Commitments immediately prior to the Tranche A Revolving Maturity Date (the “Incremental Facility Amount”). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Administrative Borrower proposes that the increased or new Revolving Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom Administrative Borrower proposes any portion of such increased or new Revolving Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolving Commitment.

(b) Conditions. The Incremental Revolving Commitments shall become effective and the Borrowers may draw upon such Incremental Revolving Commitments, as of such Increase Effective Date; provided that:

(i) each of the conditions set forth in Section 4.02 (d) and (e) shall be satisfied on or prior to the Increase Effective Date;

(ii) no Event of Default shall have occurred and be continuing or would result after giving effect thereto (or, if the Incremental Revolving Commitments are incurred in connection with a Permitted Acquisition, at the election of the Administrative Borrower, at the time of signing of the relevant Acquisition Agreement);

(iii) Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.20(d);

(iv) Administrative Agent and Collateral Agent shall have received audits reasonably satisfactory to Administrative Agent and Collateral Agent with respect to any new Accounts or hydrocarbon Inventory being added to the Borrowing Base, if any, in connection with the Incremental Revolving Loans prior to such Accounts or hydrocarbon Inventory being included for purposes of calculating the Borrowing Base; provided, that this requirement to obtain such audits shall only be required to the extent the new Accounts and/or hydrocarbon Inventory being added to the Borrowing Base equals or exceeds 10% of the then-existing Borrowing Base;

(v) [Reserved];

(vi) each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Increase Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date, and except the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) and (b), respectively; provided that to the extent that such Incremental Revolving Commitment or the Incremental Revolving Loans thereunder will be used concurrently with the initial provision of such commitment to finance any Permitted Acquisition or Investment permitted pursuant to Section 6.04(h), 6.04(n), 6.04(r) or 6.04(s) of this Agreement, then such representations and warranties shall be limited to customary “SunGard” representations and warranties (including those with respect to the target contained in the acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the Borrowers or relevant Affiliate thereof not to consummate the transactions contemplated thereby);

(vii) Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; provided, however, that any or all of the requirements of this subsection 2.20(b) (other than the requirements in clause (i) with respect to Section 4.02(d), clause (iii) (except for any waiver of payments under Section 2.13 by the Lenders providing the Incremental Revolving Commitments) or clause (iv)) may be modified and/or waived by the Borrowers, the Administrative Agent and the Lenders providing the Incremental Revolving Commitments.

(c) Terms of New Loans and Commitments. The terms and provisions, including, without limitation, interest, commitment fees and letter of credit participation fees, of Loans made pursuant to the new Revolving Commitments (“Incremental Revolving Loans”) (other than as provided below) shall be identical from and after the date of effectiveness of the relevant Increase Joinder in all respects to the Revolving Loans; provided, however, the rate of interest, commitment fees and letter of credit participation fees, original issue discount, upfront fees and closing fees shall be determined by the Borrowers and the applicable Lenders providing such new Revolving Commitments and shall be set forth in the applicable Increase Joinder (and any such new Revolving Commitments and Incremental Revolving Loans may be designated a Class of Loans and Commitments for all purposes of this Agreement); provided, further, in the event the Yield for any of the Incremental Revolving Loans is higher than the Yield on the Initial Revolving Loans by more than 75 basis points, then the Applicable Margin for such Initial Revolving Loans shall be increased to the extent necessary so that the Yield for such Initial Revolving Loans is equal to the Yield for such Incremental Revolving Loans minus 75 basis points.

The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrowers, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to new Revolving Commitments as set forth in this Section 2.20.

(d) Adjustment of Revolving Loans. Each Revolving Lender that is acquiring a new or additional Revolving Commitment on the Increase Effective Date shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders that did not acquire or agree to provide new or additional Revolving Commitments on such Increase Effective Date immediately prior to such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders pro rata based on their Revolving Commitments after giving effect to such Increase Effective Date. If there is a new borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase Effective Date shall make such Revolving Loans in accordance with Section 2.02.

(e) In addition to increased Revolving Commitments pursuant to Section 2.20(a), the Borrowers may by written notice to the Administrative Agent elect to request the establishment of one or more new tranches of Revolving Commitments (the “Refinancing Loan Commitments”), the proceeds of which shall be used solely to permanently replace then existing Revolving Commitments and voluntarily repay outstanding Revolving Loans thereunder (it being agreed and understood that notwithstanding anything herein to the contrary, any such voluntary repayment shall be applied solely to repay the Revolving Loans being so refinanced and interest, fees, costs and expenses in connection therewith), and to pay fees, costs and expenses in connection therewith. Each such notice shall specify the date (each, a “Refinancing Amount Date”) on which the Borrowers propose that the Refinancing Loan Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent. Such Refinancing Loan Commitments shall become effective as of such Refinancing Amount Date; provided, that: (i) no Event of Default shall exist on such Refinancing Amount Date immediately before or immediately after giving

effect to any such Refinancing Loan Commitments; (ii) any such Refinancing Loan Commitments shall be made effective pursuant to one or more joinder agreements, in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrowers, the Lenders providing such Refinancing Loan Commitments and the Administrative Agent (each such joinder agreement, a “Refinancing Joinder Agreement”) (for the avoidance of doubt, no Lender shall be required to deliver a Refinancing Loan Commitment), each of which Refinancing Joinder Agreements shall be recorded in the Register; (iii) the Borrowers shall pay all fees and expenses due and payable to the Administrative Agent and the Lenders in connection with any such Refinancing Loan Commitments; and (iv) the Borrowers shall deliver or cause to be delivered any and all customary and appropriate legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(i) The terms and provisions of any Refinancing Revolving Loans and Refinancing Loan Commitments shall be such that, except as otherwise set forth herein or in the applicable Refinancing Joinder Agreement, they shall be identical to those of the Revolving Loans and the Revolving Commitments as in effect on the Refinancing Amount Date with respect to such Refinancing Revolving Loans and Refinancing Loan Commitments, in each case, from and after the Refinancing Amount Date; provided, however, that: (i) the applicable maturity date of any such Refinancing Revolving Loans shall be no sooner than the relevant Revolving Maturity Date of the Revolving Loans so refinanced; (ii) the Liens securing any such Refinancing Revolving Loans and Refinancing Loan Commitments shall be secured on a pari passu basis with (or on a junior basis to) the Liens granted pursuant to the Security Documents to secure the then existing Secured Obligations; (iii) the rate of interest, original issue discount, upfront fees and similar fees payable to the Lenders providing such Refinancing Loan Commitments applicable to such Refinancing Revolving Loans shall be determined by the Borrowers and the applicable new Lenders and shall be set forth in each applicable Refinancing Joinder Agreement and (iv) any other terms and provisions may differ from those applicable to the Revolving Commitments and Revolving Loans being so refinanced as long as such terms and provisions apply solely to any period after the latest stated final maturity of the Loans in effect on the Refinancing Amount Date immediately prior to the effectiveness of such Refinancing Loan Commitments or are otherwise added for the benefit of the other Lenders hereunder.

(ii) On any Refinancing Amount Date on which any Refinancing Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (A) each Lender with a Refinancing Loan Commitment (each, a “Refinancing Revolving Credit Lender”) shall commit to make Revolving Loans available to the Borrowers (“Refinancing Revolving Loans”) in an amount equal to its Refinancing Loan Commitment, and (B) each Refinancing Revolving Credit Lender shall become a Lender hereunder with respect to the Refinancing Loan Commitment.

(iii) Any Refinancing Revolving Loans and Refinancing Loan Commitments with the same terms made on any Refinancing Amount Date shall be designated a Class of Loans and Commitments for all purposes of this Agreement; provided that any Refinancing Revolving Loans and any Refinancing Loan Commitments may, to the extent provided in the applicable Refinancing Joinder Agreement, be designated as an increase in any previously established Class of Loans and/or Commitments if it has the same terms as such previously established Class of Loans and/or Commitments in all respects.

(iv) Each Refinancing Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20(e) and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such Refinancing Joinder Agreements and amendments to the other Loan Documents with the applicable Loan Parties as may be necessary or advisable in order to effectuate the transactions contemplated by this Section 2.20(e). Each Refinancing Joinder Agreement shall be binding on the Lenders, the Loan Parties and the other parties hereto.

(f) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments 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 the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Class of Loans or any such new Commitments.

Section 2.21 Determination of Borrowing Base.

(a) Eligible Accounts. On any date of determination of the Borrowing Base, all of the Accounts owned by Borrowers and reflected in the most recent Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent and Collateral Agent shall be “Eligible Accounts” for the purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, the Collateral Agent shall have the right from time to time to establish, modify or eliminate Reserves and Hedging Reserves (without duplication) against Eligible Accounts. Eligible Accounts shall not include any of the following Accounts:

(i) any Account in which the Administrative Agent, on behalf of the Secured Parties does not have a perfected, first priority Lien (subject to Permitted Liens);

(ii) any Account that is not owned by a Borrower;

(iii) [Reserved];

(iv) [Reserved];

(v) any Account due from an Account Debtor that is not domiciled in the United States or any political subdivision thereof or Canada or any province or territory thereof and (if not a natural Person) organized under the laws of the United States or any political subdivision thereof or Canada or any province or territory thereof unless supported by an irrevocable letter of credit (up to the face amount of such letter of credit); provided, that notwithstanding the foregoing, this clause (v) shall not exclude (a) Account Debtors specified on Part A of Annex II attached hereto so long as the relevant Account Debtor set forth on Part A of Annex II remains Investment Grade (or the relevant obligations of such Account Debtor are guaranteed on terms reasonably acceptable to the Collateral Agent from a Person that is Investment Grade) and (b) Account Debtors specified on Part B of Annex II or otherwise agreed to by the Collateral Agent which are not domiciled or organized in the United States or any political subdivision thereof or Canada or any province or territory thereof to the extent such Account

Debtor’s parent entity is domiciled or organized in the United States or any political subdivision thereof or Canada or any province or territory thereof;

(vi) any Account that is payable in any currency other than in dollars or Canadian dollars; provided, that notwithstanding the foregoing, this clause (vi) shall not exclude any Account that is payable in any currency other than dollars or Canadian dollars to the extent such Account is directly or indirectly subject to a foreign currency or foreign exchange hedge protecting the Borrowers from foreign currency or exchange risk;

(vii) any Account that does not arise from the sale of goods or the performance of services by the Borrowers in the ordinary course of their business;

(viii) any Account that does not comply in all material respects with all applicable legal requirements, including, without limitation, all laws, rules, regulations and orders of any Governmental Authority;

(ix) any Account (a) to the extent that the applicable Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever unless such condition is satisfied or (b) as to which a Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial or administrative process or (c) that represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer; in each case set forth in (a), (b) or (c), to the extent such Account is subject to such condition, inability to bring suit or subject to progress billing or lien;

(x) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account, it being understood that the remaining balance of the Account shall be eligible;

(xi) any Account that is not bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(xii) any Account with respect to which an invoice or other electronic transmission (reasonably acceptable to the Collateral Agent in form and substance) constituting a request for payment, has not been sent on a timely basis to the applicable Account Debtor according to the normal invoicing and timing procedures of the applicable Borrower;

(xiii) any Account that arises from a sale to any director, officer or Affiliate of a Loan Party;

(xiv) to the extent a Borrower is liable for goods sold or services rendered by the applicable Account Debtor to a Borrower but only to the extent of the potential offset, except to the extent any waivers of offset rights, which are in form and substance reasonably satisfactory to the Collateral Agent, are in effect in respect of such Account; provided, that notwithstanding the foregoing, this clause (xiv) shall not result in the ineligibility of any Accounts that are the obligation of any Account Debtor specified on Part C of Annex II (including ExxonMobil) or any other Investment Grade entity or Person which is identified as such on the Borrowing Base Certificate, or any of their respective Affiliates,

so long as the relevant Account Debtor remains Investment Grade in an amount not to exceed, in the aggregate for all such Accounts, the greater of (A) $50,000,000 or (B) the least of (x) 20% of Accounts Availability, (y) 10% of Borrowing Availability and (z) $100,000,000;

(xv) any Account that arises with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

(xvi) any Account that is in default; provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

(A) any Account not paid within 90 days following its original invoice date; or

(B) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(C) in respect of which a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

(xvii) any Account that is the obligation of an Account Debtor if 50% or more of the dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in this Section 2.21(a) (other than clauses (i), (v) and (vi));

(xviii) any Account as to which any of the representations or warranties in the Loan Documents in respect of Accounts are untrue;

(xix) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper;

(xx) to the extent such Account exceeds any credit limit established by the Collateral Agent, in its reasonable credit judgment exercised in good faith; or

(xxi) any Account on which the Account Debtor is a Governmental Authority, unless (a) if the Account Debtor is the United States of America, any State or political subdivision thereof or any department, agency or instrumentality of the United States of America or any State or political subdivision thereof, the applicable Borrower has assigned its rights to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, in the case of any such federal Governmental Authority, and pursuant to any requirements of applicable law, if any, in the case of any such other Governmental Authority, and (b) if the Account Debtor is any other Governmental Authority, the applicable Borrower has, if required by any applicable law, assigned its rights to payment of such Account to the Administrative Agent pursuant to applicable law, if any, and, in each such case where such acceptance and acknowledgment is required by applicable law, such

assignment has been accepted and acknowledged by the appropriate government officers to the extent so required.

(b) Eligible Hydrocarbon Inventory. On any date of determination of the Borrowing Base, all of the hydrocarbon Inventory owned by the Borrowers and reflected in the most recent Borrowing Base Certificate delivered by Administrative Borrower to the Administrative Agent and Collateral Agent shall be “Eligible Hydrocarbon Inventory” for the purposes of this Agreement, except any hydrocarbon Inventory to which any of the exclusionary criteria set forth below applies. In addition, the Collateral Agent shall have the right from time to time to establish, modify or eliminate Reserves and Hedging Reserves (without duplication) against hydrocarbon Inventory. Eligible Hydrocarbon Inventory shall not include any hydrocarbon Inventory that:

(i) the Administrative Agent, on behalf of Secured Parties, does not have a perfected, first priority Lien upon (subject to Permitted Liens);

(ii) any Inventory that is not owned by a Borrower;

(iii) (a) is stored at a leased location where the aggregate value of hydrocarbon Inventory exceeds $15,000,000 (unless the Administrative Agent shall have given its prior consent to a higher amount and unless either (x) a reasonably satisfactory Landlord Access Agreement has been delivered to the Collateral Agent, or (y) Reserves reasonably satisfactory to the Collateral Agent (not to exceed three (3) months of periodic rent) have been established with respect thereto), or (b) is stored with a bailee or warehouseman where the aggregate value of hydrocarbon Inventory exceeds $15,000,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Collateral Agent (not to exceed three (3) months of periodic rent) have been established with respect thereto, or (c) is stored at a location where the aggregate value of hydrocarbon Inventory is less than $500,000;

(iv) is placed on consignment, unless a valid consignment agreement which is reasonably satisfactory to Administrative Agent is in place with respect to such hydrocarbon Inventory;

(v) is (a) not located in the United States or Canada or (b) in transit outside the United States or Canada on the high seas; provided, that any such hydrocarbon Inventory in transit on the high seas outside the United States or Canada shall constitute Eligible Hydrocarbon Inventory in an amount on any date of determination not to exceed 50.0% of the total amount of the Borrowing Base as of such time only if such hydrocarbon Inventory is not within a High Risk Area (as determined on the date of the relevant Borrowing Base Certificate delivered pursuant to Section 5.15(a)) and so long as (I) such hydrocarbon Inventory does not constitute an Account (except to the extent the Administrative Agent holds a perfected Lien on such Account at such time), (II) if purchased with a letter of credit, such letter of credit shall be issued by an Issuing Bank hereunder, (III) such hydrocarbon Inventory is covered by insurance in form and substance reasonably acceptable to the Administrative Agent, provided, it being understood and agreed that the insurance described on Annex III shall be acceptable to the Administrative Agent and (IV) all applicable documents of title (including electronic copies thereof) relating to such hydrocarbon Inventory shall have been delivered to the Administrative Agent (or a designee (including, if so designated by the Administrative Agent, a Borrower or other Loan Party) of the

Administrative Agent) within five (5) Business Days (or two (2) Business Days in the case of electronic copies) of receipt by the Borrowers thereof; provided, further, that, at any time when Excess Availability is less than or equal to, for a period of three (3) consecutive Business Days, 20% of the lesser of the Borrowing Base and the aggregate Revolving Commitments of the Lenders at such time (the “Title Document Threshold”), and continuing until Excess Availability is greater than the Title Document Threshold for sixty (60) consecutive days (or such shorter period as the Administrative Agent may agree to), the Borrowers shall (x) ensure that all such hydrocarbon Inventory is covered by bills of lading in the original paper form which are delivered to Borrowers and that upon receipt of each such paper original bill of lading, the Borrowers shall have promptly delivered it to the Administrative Agent or its designee and (y) provide the Administrative Agent’s employees or designees such direct access to the Borrowers’ bills of lading systems and related information and procedures as the Administrative Agent may reasonably require;

(vi) is covered by a negotiable document of title, unless such document has been delivered to the Administrative Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Administrative Agent and landlords, carriers, bailees and warehousemen if clause (iii) above has been complied with;

(vii) is to be returned to suppliers;

(viii) is unsalable, damaged or unfit for sale;

(ix) consists of display items or packing or shipping materials or manufacturing supplies;

(x) is not of a type held for sale in the ordinary course of a Borrower’s business;

(xi) breaches any of the representations or warranties pertaining to hydrocarbon Inventory set forth in the Loan Documents;

(xii) is subject to any licensing arrangement the effect of which would prohibit or materially restrict Administrative Agent, or any Person selling the hydrocarbon Inventory on behalf of Administrative Agent from selling such hydrocarbon Inventory in enforcement of the Administrative Agent’s Liens, without further consent or payment (other than ordinary course royalty payments or other similar payments) to the licensor or other Person, unless such consent has been obtained; or

(xiii) is not covered by casualty insurance maintained as required by Section 5.04.

For the avoidance of doubt, “Eligible Hydrocarbon Inventory” (A) shall not include Intermediate Products that are not owned by a Loan Party or that are subject to any Lien or ownership interest of a Person that is not a Loan Party (other than Liens permitted under Section 6.02(a) or (l)); (B) shall include all other Intermediate Products; and (C) shall not include Certain Hydrocarbon Assets.

Section 2.22 Accounts; Cash Management.

Borrowers and each Subsidiary Guarantor shall, prior to the commencement of the Revolving Availability Period, maintain a cash management system (the “Cash Management System”), which shall operate as follows:

(a) All proceeds of Collateral held by Borrowers or any other Loan Party (other than funds being collected pursuant to the provisions stated below) shall be deposited in one or more bank accounts, as set forth on Schedule 2.22 or other accounts in form and substance reasonably satisfactory to Administrative Agent subject to the terms of the Security Agreement and applicable Control Agreements.

(b) Borrowers shall establish and maintain, at their sole expense, and shall cause each Subsidiary Guarantor to establish and maintain, at its sole expense accounts subject to Control Agreements, which, on and after the commencement of the Revolving Availability Period, shall consist of accounts maintained by the financial institutions as described on Schedule 2.22 hereto (in each case, except for Excluded Accounts, the “Blocked Accounts”), or with such other banks as are acceptable to the Administrative Agent into which Borrowers and Subsidiary Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of hydrocarbon Inventory or other Revolving Credit Priority Collateral in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties. On or prior to the commencement of the Revolving Availability Period (or such later time as permitted hereunder), Borrowers and Subsidiary Guarantors shall deliver, or cause to be delivered, to the Administrative Agent a Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrowers or any Subsidiary Guarantor is maintained; provided, however, notwithstanding anything set forth herein or in any other Loan Document to the contrary, the Borrowers and Subsidiary Guarantors, as applicable, shall deliver, or cause to be delivered, to the Administrative Agent a Control Agreement duly authorized, executed and delivered by each applicable bank where the accounts identified on Schedule 2.22 as not being subject to a Control Agreement are maintained within sixty (60) days of the Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion). Borrowers shall further execute and deliver, and shall cause each Subsidiary Guarantor to execute and deliver, such agreements and documents as the Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements. Borrowers and Subsidiary Guarantors shall not establish any deposit accounts after the commencement of the Revolving Availability Period into which proceeds of Revolving Credit Priority Collateral are deposited, unless the applicable Borrower or Subsidiary Guarantor has complied in full with the provisions of this Section 2.22(b) with respect to such deposit accounts. Each Borrower agrees that from and after the delivery of an Activation Notice all payments made to such Blocked Accounts or other funds received and collected by the Administrative Agent or any Lender, whether in respect of the Accounts or as proceeds of hydrocarbon Inventory shall be treated as payments to the Administrative Agent and Lenders in respect of the Obligations and therefore, after giving effect to such payments shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding applicable Obligations.

(c) The applicable bank at which any Blocked Accounts are maintained shall agree from and after the receipt of a notice (an “Activation Notice”) from Administrative Agent (which Activation Notice may, or upon instruction of the Required Lenders, as applicable, shall, be given by Administrative Agent at any time and after the occurrence of a Trigger Event which is

continuing at the time of such notice) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Blocked Account to the account designated as collection account (the “Collection Account”) which shall be under the exclusive dominion and control of Administrative Agent.

(d) From and after the delivery of an Activation Notice, Administrative Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Subsections 8.02(a) through (d), upon Borrowers’ request and as long as no Event of Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to Borrowers.

(e) Subject to the Intercreditor Agreements, Borrowers shall promptly deposit or cause the same to be deposited, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or hydrocarbon Inventory, or other Revolving Credit Priority Collateral which come into their possession or under their control in the applicable Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative Agent. Borrowers agree to reimburse Administrative Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Administrative Agent’s payments to or indemnification of such bank or person.

(f) Borrowers shall deposit, or shall cause to be deposited, all cash received or collected for Designated Accounts Receivable purchased by a Receivables Purchaser into the Receivables Collection Account.

(g) Subject to the Receivables Intercreditor Agreement, at all times prior to the delivery of an Activation Notice and the exercise of cash dominion with respect to the Receivables Collection Account, Holdings shall be permitted to withdraw from the Receivables Collection Account identifiable Purchased Receivables Collections in respect of Purchased Receivables on deposit therein and such withdrawn amounts shall be deposited into a separate bank account of Holdings over which Receivables Agent shall have a first priority lien and security interest.

(h) Subject to the Receivables Intercreditor Agreement, following the delivery of an Activation Notice and during the exercise of cash dominion with respect to the Receivables Collection Account, the Collateral Agent shall promptly turn over to the Receivables Agent any Purchased Receivables Collections in respect of Purchased Receivables contained in the Receivables Collection Account which have not been previously been delivered to the Receivables Agent.

(i) During any time period, if any, that (i) the aggregate amount of Borrowing Base Cash is less than or equal to $100,000,000 (a “Cash Trigger”) or (ii) the Receivables Purchase End Period shall have occurred and be continuing, the Collateral Agent may establish from time to time additional Reserves with respect to potential excise tax exposures relating to Purchased Receivables (“PR Excise Tax Exposures”) as determined by the Collateral Agent (x) upon the occurrence and during the continuance of a Cash Trigger, in an amount equal to the lesser of (I) the full amount of the PR Excise Tax Exposures and (II) the difference between $100,000,000 minus the then aggregate amount of Borrowing Base Cash and (y) upon the occurrence and during the continuance of the Receivables Purchase End Period, in an amount equal the full amount of the PR Excise Tax Exposures.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Banks and each of the Lenders (with references to the Companies being references thereto after giving effect to the Transactions unless otherwise expressly stated) that:

Section 3.01 Organization; Powers.

Each Company (other than any Immaterial Subsidiary) (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no existing material default under any Organizational Document of any Company or any event which, with the giving of notice or passage of time or both, would constitute a material default by any Company thereunder.

Section 3.02 Authorization; Enforceability.

The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary limited liability company action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03 No Conflicts.

Except as set forth on Schedule 3.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect or maintain Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law, except for any such violation which could not reasonably be expected to result in a Material Adverse Effect, (d) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Liens.

Section 3.04 Financial Statements; Projections.

(a) Financial Statements. The financial statements delivered pursuant to Sections 5.01(a), (b) and (c) have been prepared in accordance with GAAP consistently applied and present fairly and accurately in all material respects the financial condition and results of operations and cash flows of Holdings and its Subsidiaries as of the dates and for the periods to which they relate, except for, in the case of the statements delivered pursuant to Sections 5.01(b) and (c), the absence of footnote disclosures and normal year-end adjustments.

(b) No Material Adverse Effect. Since December 31, 2017, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

(c) Forecasts. The forecasts of financial performance of Holdings and its Subsidiaries furnished to Agents and the Lenders have been prepared in good faith by Borrowers and based on assumptions believed by Borrowers to reasonable at the time of preparation of such forecasts, it being understood that actual results may differ from such forecasts and such differences may be material.

Section 3.05 Properties.

(a) Generally. Each Company has good title to, a license to or valid leasehold interests in, all its property material to its business constituting Collateral, free and clear of all Liens except for, in the case of Collateral, Permitted Liens and, in the case of all other material property, Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose and except where the failure to have such title or other interest is not reasonably expected to have individually or in the aggregate, a Material Adverse Effect. The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted.

(b) [Reserved].

(c) No Casualty Event. No Company has received any written notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property, which Casualty Event could reasonably be expected to have a Material Adverse Effect.

(d) Collateral. Each Loan Party owns or has rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for or material to each Company’s business as currently conducted. The use by each Loan Party of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Loan Party’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 3.06 [Reserved]

Section 3.07 Equity Interests.

Schedule 1(a) to the Perfection Certificates set forth a list of all the Subsidiaries of Holdings and their jurisdictions of organization as of the Effective Date.

Section 3.08 Litigation; Compliance with Laws.

Except as set forth on Schedule 3.08, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened in writing against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or any of the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except for matters covered by Section 3.18, no Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Section 3.09 [Reserved]

Section 3.10 Federal Reserve Regulations.

No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that violates the provisions of Regulation T, U or X.

Section 3.11 Investment Company Act.

No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in and subject to registration under, or is subject to regulation under, the Investment Company Act of 1940, as amended.

Section 3.12 Use of Proceeds.

Borrowers will use the proceeds of the Revolving Loans and Swingline Loans made during the Revolving Availability Period, on the Effective Date and thereafter, for working capital and general corporate purposes (including providing credit support (i.e. supporting letters of credit or cash collateral) in respect of Commodity Hedging Agreements and payments to counterparties thereunder, entered into consistent with prudent industry practice); provided, that, no proceeds shall be used in a manner that violates Anti-Bribery Laws or Anti-Terrorism Laws.

Section 3.13 Taxes.

Each Company has (a) timely filed or caused to be timely filed all federal Tax Returns and all state, local and foreign Tax Returns required to have been filed by it and all such Tax Returns are true and correct, (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested

in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP or (ii) which in each case in (a) or (b) could not, individually or in the aggregate, have a Material Adverse Effect and (c) satisfied all of its withholding tax obligations except for failures that could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP for all material Taxes not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. Except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect, no Company has ever “participated” in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4.

Section 3.14 No Material Misstatements.

No written information, report, financial statement, certificate, Borrowing Request, LC Request, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, (in each case, as modified, updated or supplemented by other information so furnished), taken as a whole, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading in any material respect as of the date such information is dated or certified; provided that to the extent any such written information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection (including pro forma financial information), each Company represents only that it acted in good faith and utilized assumptions believed to be reasonable at the time of such preparation and due care in the preparation of such information, report, financial statement, exhibit or schedule, it being understood that such projections or forecasts may vary from actual results and that such variances may be material.

Section 3.15 Labor Matters.

As of the Effective Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened in writing. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters, in each case in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, 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 such Company except in each case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

Section 3.16 Solvency.

Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the sum of the present fair saleable value of the assets of the Loan Parties on a consolidated basis, on a going concern basis, is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of the Loan Parties on a consolidated basis as they become absolute and matured, the amount of contingent or unliquidated liabilities having been computed at an amount that, in light of all of the facts and circumstances existing at the Effective Date, represents the amount that can reasonably be expected to become an actual or matured liability; (b) the Loan Parties do not, on a consolidated basis, have unreasonably small capital in relation to their business;

and (c) the Loan Parties, on a consolidated basis, have not incurred, do not intend to incur, and do not believe they will incur, debts beyond their ability to pay such debts as such debts mature in the ordinary course of business.

Section 3.17 Employee Benefit Plans.

(a) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (i) each Company and its ERISA Affiliates is in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder; (ii) no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in any liability of any Company or the imposition of a Lien on any of the property of any Company; (iii) the present value of all accumulated benefit obligations (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) of each Plan did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the property of such Plan; (iv) and using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, no Company would have liability to any Multiemployer Plan in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of such Multiemployer Plan.

(b) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and to the extent applicable, (i) each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) no Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan; (iii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan; and (iv) for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

Section 3.18 Environmental Matters.

(a) Except as set forth in Schedule 3.18 or except in the event of (i) through (v) below, inclusive, as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i) The Companies and their businesses, operations and Real Property are in compliance with, and the Companies have no liability under, any applicable Environmental Law;

(ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing;

(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or, to the

knowledge of the Companies, formerly owned, leased or operated by the Companies or their predecessors in interest that could result in liability by the Companies under any applicable Environmental Law;

(iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened against the Companies, or, to the knowledge of the Companies, relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies; and

(v) No Person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation.

(b) Except as set forth in Schedule 3.18 or except, in the case of (i) through (v) below, inclusive, as individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i) No Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location;

(ii) No Real Property or facility owned, operated or leased by the Companies and, to the knowledge of the Companies, no Real Property or facility formerly owned, operated or leased by the Companies or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum;

(iii) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or other assets of the Companies;

(iv) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental Law; and

(v) The Companies have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Companies concerning compliance by the Companies with or liability of the Companies under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, operated, leased or used by the Companies.

100

Section 3.19 Insurance.

Schedule 3.19 sets forth a true, complete and correct description of all insurance maintained by each Company as of the Effective Date. All insurance maintained by the Companies is in full force and effect, all premiums have been duly paid, and no Company has received notice of any material violation or cancellation thereof. Each Company has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

Section 3.20 Security Documents.

(a) Security Agreement. The Security Agreement is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, the Security Agreement Collateral to the extent that a legal, valid and enforceable Lien in such Security Agreement Collateral may be created under any applicable law of the United States or any state thereof , including, without limitation, the applicable UCC and, except as set forth in clauses (b) and (c) of this Section 3.20(a), when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4 to the Perfection Certificates with payment of any associated filing fee and (ii) upon the taking of possession or control by the Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

(b) Valid Liens. Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, to the extent that a legal, valid and enforceable Lien in such Collateral may be created under any applicable law of the United States or any state thereof , including, without limitation, the applicable UCC, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than the applicable Permitted Liens.

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Section 3.21 Anti-Terrorism Laws.

(a) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its controlled Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or controlled Affiliate (i) has violated or is in violation of Anti-Terrorism Laws or Anti-Bribery Laws or (ii) has engaged or engages in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering.

(b) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its controlled Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate is acting or benefiting in any capacity in connection with the Loans is an Embargoed Person.

(c) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its controlled Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate acting or benefiting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or Anti-Bribery Law.

For purposes of determining whether or not a representation is true under this Section 3.21, no Loan Party shall be required to make any investigation into the identity of any owner or controlling Persons of any party, including, without limitation, any investigation into (i) ownership of publicly traded stock or other publicly traded securities or (ii) the beneficial ownership of any collective investment funds.

Section 3.22 Location of Material Inventory.

Schedule 3.22 sets forth, as of the Effective Date, all locations in the United States and Canada where the aggregate value of hydrocarbon Inventory owned by the Borrowers exceeds $15,000,000.

Section 3.23 Accuracy of Borrowing Base.

At the time any Borrowing Base Certificate is delivered pursuant to this Agreement, the Accounts and the items of hydrocarbon Inventory (with respect to hydrocarbon Inventory, taken as a whole) included in the calculation of the Borrowing Base satisfy in all material respects the criteria for Eligible Accounts and Eligible Hydrocarbon Inventory.

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

Section 4.01 Conditions to Effectiveness and Initial Credit Extension.

The effectiveness of this Agreement and the obligation of each Lender and, if applicable, each Issuing Bank to fund the initial Credit Extension on and after the commencement of the Revolving Availability Period requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01:

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(a) Loan Documents. All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Banks and to the Administrative Agent and there shall have been delivered to the Administrative Agent with respect to each applicable Loan Party an executed counterpart of (i) the Security Agreement, (ii) a Borrowing Base Certificate as of May 2, 2018, (iii) any Intercreditor Agreement, if any, listed on Schedule 1.01(b) and (iv) each other applicable Loan Document.

(b) Corporate Documents. The Administrative Agent shall have received:

(i) a certificate of the secretary or assistant secretary of each Loan Party dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i)); and

(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and

(c) Opinion of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Joint Lead Arrangers, the Lenders and the Issuing Banks, a favorable written opinion of Paul Hastings LLP, special counsel for the Loan Parties (i) dated the Effective Date, (ii) addressed to the Agents, the Issuing Banks and the Lenders and (iii) covering the matters set forth in Exhibit N and such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request.

(d) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit O, dated the Effective Date and signed by the chief financial officer or chief executive officer of Borrowers.

(e) Fees. The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable and documented out-of-pocket legal fees and expenses of Winston & Strawn LLP, special counsel to the Administrative Agent, and the reasonable and documented out-of-pocket fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document.

(f) Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief executive officer and the

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chief financial officer of Administrative Borrower, confirming compliance with the conditions precedent set forth in this Section 4.01 and Sections 4.02(b), (c), (d) and (e).

(g) Lien Perfection; Termination of Existing Revolving Credit Agreement. The Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to the Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. The Administrative Agent shall have received evidence of the termination and repayment in full of all obligations under the Existing Revolving Credit Agreement and the release of all Liens securing the obligations under the Existing Revolving Credit Agreement.

Section 4.02 Conditions to All Credit Extensions.

The obligation of each Lender and each Issuing Bank to make any Credit Extension (including the initial Credit Extension, but excluding, in any event any Revolving Loan made pursuant to Section 2.18(e) and except as otherwise set forth in clause (ii) of the definition of Permitted Acquisition and in Section 2.20(b) with respect to Credit Extensions made on account of Incremental Revolving Commitments relating to Permitted Acquisitions) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a) Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the relevant Issuing Bank and the Administrative Agent shall have received an LC Request as required by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a Borrowing Request as required by Section 2.17(b).

(b) No Default. No Default shall have occurred and be continuing on such date or would result from the making of any such Credit Extension.

(c) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided, however, that this condition shall not apply to any request for the amendment of a Letter of Credit for purposes of decreasing its face amount.

(d) Borrowing Base. After giving effect to such Credit Extension the sum of the total Revolving Exposures shall not exceed the lesser of (A) the total Revolving Commitments and (B) the Borrowing Base then in effect.

(e) No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to

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recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

(f) USA PATRIOT Act. With respect to Letters of Credit issued for the account of a Subsidiary only, the Lenders and the Administrative Agent shall have timely received the information required under Section 10.13.

Each of the delivery of a Borrowing Request or an LC Request and the acceptance by Borrowers of the proceeds of such Credit Extension shall constitute a representation and warranty by Borrowers and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 4.02(b)-(e) have been satisfied.

Section 4.03 Conditions to Initial Credit Extension to an Eligible Subsidiary.

The obligation of each Lender and each Issuing Bank to make the initial Credit Extension to an Eligible Subsidiary shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below and thereupon, such Eligible Subsidiary shall become a “Borrower” for purposes of this Agreement and the Loan Documents.

(a) Opinion of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Joint Lead Arrangers, the Lenders and the Issuing Banks, a favorable written opinion of (i) a special counsel for such Eligible Subsidiary reasonably acceptable to Administrative Agent (it being acknowledged and agreed that Paul Hastings LLP shall be reasonably acceptable to Administrative Agent), (A) dated the date of the proposed initial Credit Extension to such Eligible Subsidiary (each, an “Initial Borrowing Date”), (B) addressed to the Agents, the Issuing Banks and the Lenders and (C) covering the matters set forth in Section 4.01(c) and such matters relating to the Loan Documents as the Administrative Agent shall reasonably request.

(b) Corporate Documents. The Administrative Agent shall have received:

(i) a certificate of the secretary or assistant secretary of such Eligible Subsidiary dated the Initial Borrowing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Eligible Subsidiary certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Eligible Subsidiary authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Eligible Subsidiary (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i));

(ii) a certificate as to the good standing of such Eligible Subsidiary (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and

(iii) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request.

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(c) USA PATRIOT Act. The Lenders and the Administrative Agent shall have timely received the information required under Section 10.13.

(d) To the extent that such Eligible Subsidiary was not a Loan Party prior to becoming a Borrower under this Agreement, the conditions of Section 5.10 shall have been satisfied with respect to such Eligible Subsidiary.

ARTICLE V

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than Unasserted Contingent Obligations) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full (or been cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent and the relevant Issuing Banks), unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries (other than Excluded Subsidiaries) to:

Section 5.01 Financial Statements, Reports, etc.

Furnish to the Administrative Agent for prompt distribution to each Lender:

(a) Annual Reports. As soon as available and in any event within 120 days after the end of each fiscal year (or such earlier date on which Holdings is required to file a Form 10-K under the Exchange Act): (i) the consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification, other than any going concern or other qualification with respect to the regularly scheduled maturity date of the Revolving Commitments or other Indebtedness permitted by this Agreement or as a result of a potential breach of Section 6.09 hereof or a prior breach of Section 6.09 hereof which has been waived or cured), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings as of the dates and for the periods specified in accordance with GAAP consistently applied; (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards; and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Holdings for such fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);

(b) Quarterly Reports. As soon as available and in any event within 45 days (or such earlier date on which Holdings is required to file a Form 10-Q under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal

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quarter ending June 30, 2018, (i) the consolidated balance sheet of Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings as of the date and for the periods specified therein in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, subject to normal year-end audit adjustments and the absence of footnote disclosures and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-Q);

(c) Monthly Reports. Within 30 days after the end of each of the first two months of each fiscal quarter, beginning with April 30, 2018, the consolidated balance sheet of Holdings as of the end of each such month and the related consolidated statements of income and cash flows of Holdings for such month and for the then elapsed portion of the fiscal year, accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated results of operations and cash flows of Holdings as of the date and for the periods specified therein in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnote disclosures;

(d) Financial Officer’s Certificate. Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c), a Compliance Certificate certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and which Compliance Certificate shall, in the case of any Compliance Certificate delivered in connection with financial statements delivered under Section 5.01(a) or Section 5.01(b), include a calculation of the Consolidated Fixed Charge Coverage Ratio;

(e) Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under Section 5.01(a), a certificate of a Financial Officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the dates of the Perfection Certificates or latest Perfection Certificate Supplement;

(f) Public Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Company with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange;

(g) Management Letters. Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

(h) Budgets. Within 90 days after the beginning of each fiscal year, a budget for Holdings in form reasonably satisfactory to the Administrative Agent (it being understood that a budget delivered in substantially the same form as the budgets delivered in 2016 and 2017 will be in a form acceptable to the Administrative Agent), but to include a balance sheet, statement of

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income and sources and uses of cash, for such fiscal year prepared in detail with appropriate presentation and discussion of the principal assumptions upon which such budget is based, accompanied by the statement of a Financial Officer of Holdings to the effect that the budget of Holdings is a reasonable estimate for the periods covered thereby and has been prepared in good faith on the basis of assumptions stated therein, which such assumptions were believed to be reasonable at the time of preparation of such budget, it being understood that actual results may vary from the budget and such variances may be material;

(i) [Reserved];

(j) Organizational Documents. Promptly provide copies of any Organizational Documents that have been amended or modified in accordance with the terms hereof and deliver a copy of any notice of default given or received by any Company under any Organizational Document within 15 days after such Company gives or receives such notice; and

(k) Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request; provided, however, that the Administrative Agent will not be allowed to receive information the provision or disclosure of which is prohibited pursuant to Applicable Law or contractual obligations or that is protected by attorney-client privilege.

Any documents required to be delivered pursuant to Section 5.01(a), (b) or (f) may be delivered electronically (including by having been publicly filed with the SEC) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers (or PBF Energy Inc. or any parent entity thereof) post such documents or provide a link thereto on Borrowers’ (or PBF Energy Inc.’s or any parent entity thereof) website on the Internet at the website address listed on Schedule 5.01 (or such other website address provided to the Administrative Agent in writing from time to time); (ii) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) if publicly filed with the SEC (including by PBF Energy, Inc. or any parent entity thereof) as of the date of such filing. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Section 5.02 Litigation and Other Notices.

Furnish to the Administrative Agent written notice of the following promptly (and, in any event, within five (5) Business Days (or with respect to clause (e) below, within 30 days) of the occurrence thereof):

(a) to the extent not otherwise disclosed in a Form 8-K, filed under the Securities and Exchange Act of 1934, as amended (a “Form 8-K”), any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b) to the extent not otherwise disclosed in a Form 8-K, the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Subsidiary that is reasonably likely to be

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adversely adjudicated, and if so adjudicated, could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;

(c) to the extent not otherwise disclosed in a Form 8-K, any development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect;

(d) the occurrence of a Casualty Event (i) to any portion of Revolving Credit Priority Collateral in excess of $20,000,000 or (ii) to the extent not otherwise disclosed in a Form 8-K, to any assets of any Loan Party not constituting Revolving Credit Priority Collateral in excess of $50,000,000; and

(e) the incurrence of Indebtedness in respect of letters of credit (other than Letters of Credit) and/or other credit support issued in connection with the purchase by the Loan Parties of hydrocarbons (which notice shall include (i) the payment terms of such letter of credit, (ii) the third party recipient of such letter of credit and (iii) any other information reasonably requested by the Administrative Agent with respect to the assets to be used to secure such Indebtedness).

Section 5.03 Existence; Business and Properties.

(a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05 or Section 6.06 or, in the case of any Subsidiary, where the failure to perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises and authorizations material to the conduct of its business; maintain and renew patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its material obligations under all Leases; and at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business and casualty and condemnation) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Company or Excluded Subsidiary in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company or Excluded Subsidiary of its qualification as a foreign legal entity in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

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Section 5.04 Insurance.

(a) Generally. Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to properties material to the business of the Companies against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations.

(b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof or as otherwise reasonably acceptable to the Administrative Agent, (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent.

(c) Notice to Agents. Notify the Administrative Agent and the Collateral Agent promptly whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.04 is taken out by any Company; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies.

(d) [Reserved].

(e) Broker’s Report. Deliver to the Administrative Agent and the Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent or the Collateral Agent may from time to time reasonably request; provided, that absent an Event of Default that has occurred and is continuing, the Administrative Agent and the Collateral Agent shall not make such request more than once per calendar year.

Section 5.05 Obligations and Taxes.

(a) Payment of Obligations. Pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, and (ii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions or (y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

(b) Filing of Returns. Timely and correctly file all material Tax Returns required to be filed by it. Withhold, collect and remit all material Taxes that it is required to collect, withhold or remit.

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Section 5.06 Employee Benefits.

(a) Comply in all material respects with the applicable provisions of ERISA and the Code (except where any failure to comply could not reasonably be expected to result in a Material Adverse Effect)

(b) Furnish to the Administrative Agent (x) as soon as possible after, and in any event within 5 days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Companies or any of their ERISA Affiliates in an aggregate amount exceeding $1,000,000 or the imposition of a Lien on the assets of any Loan Party, a statement of a Financial Officer of Administrative Borrower setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto; (y) upon request by the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request and (z) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if any Company or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Company or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.

Section 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings.

(a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP consistently applied and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. Upon at least two (2) Business Days prior written notice, each Loan Party will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records (other than the records of the Board of Directors) and the property of such Company at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Loan Party with the officers and employees thereof and advisors therefor (including independent accountants); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.07(a) and the Administrative Agent shall not exercise such rights more often than three times during any calendar year absent the existence of an Event of Default that is continuing, each time to be at the Borrowers’ expense; provided, further that when an Event of Default exists and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Loan Parties the opportunity to participate in any discussions with the Borrowers’ advisors

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(including independent public accountants). Notwithstanding anything to the contrary in this Section 5.07(a), none of the Loan Parties will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited b

y applicable law or binding agreement or (ii) that is subject to attorney-client privilege or constitutes attorney work product.

(b) Within 150 days after the end of each fiscal year of the Companies, at the written request of the Administrative Agent or Required Lenders, hold a meeting which, at Borrowers’ option, may be by conference call (the costs of any such call to be paid by Borrowers), with all Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Section 5.08 Use of Proceeds.

Use the proceeds of the Loans only for the purposes set forth in Section 3.12 and request the issuance of Letters of Credit only for the purposes set forth in the definition of Commercial Letter of Credit or Standby Letter of Credit, as the case may be.

Section 5.09 Compliance with Environmental Laws; Environmental Reports.

(a) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (i) comply, cause all Affiliates of the Loan Parties occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; and (ii) obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required of the Companies by, and in accordance with, Environmental Laws; provided, further that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

(b) If an Event of Default, if any, caused by reason of a breach of Section 3.18 or Section 5.09(a) shall have occurred and be continuing for more than 30 days without the Companies commencing activities reasonably likely to cure such Event of Default, if any, in accordance with Environmental Laws, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, provide to the Lenders within 60 days after such request, at the expense of Borrowers, an environmental assessment report regarding the matters which are the subject of such Event of Default, including, where appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

Section 5.10 Additional Collateral; Additional Guarantors.

(a) Subject to the terms of the Intercreditor Agreements and this Section 5.10, with respect to any property acquired after the Effective Date by any Loan Party that is

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intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof (or such longer period of time not to exceed an additional 30 days as may be permitted by written consent by Administrative Agent)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent; provided, however, that notwithstanding anything to the contrary in any Loan Document, to the extent resulting from a Permitted Acquisition or an Investment permitted by Section 6.04(n), 6.04(r) or 6.04(s), at the election of the Administrative Borrower, the only action required to be consummated contemporaneously with the consummation of such transaction will be the filing of financing statements on form UCC-1, and any other action (if any) required in connection therewith pursuant to this Section 5.10 and any analogous provision in the Loan Documents may be consummated within a reasonable period of time after such consummation as agreed to by the Administrative Borrower and the Administrative Agent. Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties.

(b) Subject to the terms of any Intercreditor Agreements and the Administrative Borrower’s election under Section 5.18, with respect to any person that is or becomes a Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) after the Effective Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (or such longer period of time not to exceed an additional 30 days as may be permitted by written consent by Administrative Agent) cause such new Domestic Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor (or Borrower, in the case of Eligible Subsidiaries) and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, however, that notwithstanding anything to the contrary in any Loan Document, to the extent resulting from a Permitted Acquisition or an Investment permitted by Section 6.04(n), 6.04(r) or 6.04(s), at the election of the Administrative Borrower, the only action required to be consummated contemporaneously with the consummation of such transaction will be the filing of financing statements on form UCC-1, and any other action (if any) required in connection therewith pursuant to this Section 5.10 and any analogous provision in the Loan Documents may be consummated within a reasonable period of time after such consummation as agreed to by the Administrative Borrower and the Administrative Agent. Notwithstanding the foregoing, no Foreign Subsidiary or any Domestic Subsidiary which holds as its only material assets the Equity Interests of one or more Foreign Subsidiaries shall be required to take the actions specified in this Section 5.10(b).

(c) Notwithstanding anything in this Agreement or any Security Document to the contrary, this Section 5.10 applies to the Loan Parties and their assets, in each case, solely as to the Revolving Credit Priority Collateral.

Section 5.11 Security Interests; Further Assurances.

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Subject to the terms of the Intercreditor Agreements, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent, at Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require.

Section 5.12 Information Regarding Collateral.

(a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than five (5) Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent upon its request with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a leased property subject to a Landlord Access Agreement.

(b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

Section 5.13 [Reserved].

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Section 5.14 Affirmative Covenants with Respect to Leases.

With respect to each Lease, the respective Loan Party shall perform all the obligations required of it under such Lease and enforce all of the tenant’s obligations thereunder, except where the failure to so perform or enforce could not reasonably be expected to result in a Material Adverse Effect.

Section 5.15 Borrowing Base-Related Reports.

Borrowers shall deliver or cause to be delivered (at the expense of Borrowers) to the Administrative Agent the following:

(a) in no event later than 21 days after the end of each month (or the succeeding Business Day if such 21st day is not a Business Day) for the month most recently ended, a Borrowing Base Certificate from Borrowers accompanied by such supporting detail and documentation as shall be reasonably requested by the Collateral Agent in their reasonable credit judgment; provided, that if Excess Availability is less than or equal to 20% of the Borrowing Base for a period in excess of three (3) continuing Business Days, then Borrowing Base Certificates shall be delivered on a weekly basis, for each calendar week, no later than Friday of the following calendar week, until Excess Availability shall have exceeded 20% of the Borrowing Base for at least ten (10) consecutive Business Days.

(b) upon the reasonable request of the Collateral Agent, and in no event later than 30 days after the end of (i) each month, a monthly trial balance showing Accounts outstanding aged from statement date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by a comparison to the prior month’s trial balance and such supporting detail and documentation as shall be requested by the Administrative Agent or Collateral Agent in their reasonable credit judgment and (ii) each month, a summary of hydrocarbon Inventory by location and type accompanied by such supporting detail and documentation as shall be reasonably requested by the Collateral Agent in their reasonable credit judgment;

(c) at the time of delivery of each of the financial statements delivered pursuant to Sections 5.01(a) and (b) upon the reasonable request of the Administrative Agent, a reconciliation of the Accounts trial balance and quarter-end hydrocarbon Inventory reports of Borrowers to the general ledger of Borrowers, accompanied by such supporting detail and documentation as shall be reasonably requested by the Collateral Agent in its reasonable credit judgment;

(d) as frequently as mutually agreed by the Administrative Agent and Holdings, but in no event later than weekly, on or before the fifth Business Day following the end of each week, provide Administrative Agent with a summary report setting forth the aggregate amount of Purchased Receivables Collections made, the aggregate amount of Purchased Receivables sold, the aggregate amount of Purchased Receivables outstanding, for so long as there are Purchased Receivables in existence Borrowing Base Cash, and such other information as may be mutually agreed by the Administrative Agent and Holdings;

(e) in addition to the reporting required under subclause 5.15(d) above, after the occurrence and during the continuance of the Receivables Purchase End Period, Administrative Agent shall receive such comprehensive reporting delivered by Holdings to Receivables Agent or received by Holding from Receivables Agent with respect to Designated Accounts Receivable, Purchased Receivables and Collections as Administrative Agent may reasonably request in writing, including daily reporting if and to the extent reasonably requested by the Administrative Agent in writing; provided, however, that the Administrative Agent will not be allowed to receive

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information the provision or disclosure of which is prohibited pursuant to Applicable Law or protected by attorney-client privilege; and

(f) such other reports, statements and reconciliations with respect to the Borrowing Base or Collateral of any or all Loan Parties as the Administrative Agent or the Collateral Agent shall from time to time request in their reasonable credit judgment.

The delivery of each certificate and report or any other information delivered pursuant to this Section 5.15 shall constitute a representation and warranty by Borrowers that the statements and information contained therein are true and correct in all material respects on and as of such date.

Section 5.16 Collateral Field Examinations.

Any of the Collateral Agent’s officers, designated employees or agents shall have the right, at any reasonable time or times subject to the following limitations on prior written notice to Borrowers to conduct field examinations of the financial affairs and Collateral of the Loan Parties. The Loan Parties shall cooperate fully with the Collateral Agent and its agents during all Collateral field examinations, which shall be at Borrowers’ expense and shall be conducted, at the request of the Administrative Agent or the Collateral Agent, not more than one (1) time during any twelve month period, absent an Event of Default that has occurred and is continuing or, following the occurrence and during the continuation of an Event of Default, more frequently at the Administrative Agent’s or the Collateral Agent’s request; provided, that: (a) if Excess Availability is less than 40% of the lesser of (i) the Borrowing Base or (ii) the then current aggregate Revolving Commitments of the Lenders for a period in excess of five consecutive Business Days, Agents shall be entitled to request two Collateral field examinations annually; and (b) if Excess Availability is less than 12.5% of the lesser of (i) the Borrowing Base or (ii) the then current aggregate Revolving Commitments of the Lenders for a period in excess of five consecutive Business Days, Agents shall be entitled to request three Collateral field examinations annually; provided, further, that none of the foregoing limitations on the number of Collateral Field examinations shall apply during the continuance of an Event of Default.

Section 5.17 [Reserved]

Section 5.18 Designation of Borrowers and Excluded Subsidiaries.

(a) Administrative Borrower may designate any Eligible Subsidiary as a “Borrower” under this Agreement and the other Loan Documents by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default (or in the context of a Permitted Acquisition, no Specified Event of Default) shall have occurred and be continuing, (ii) the conditions set forth in Section 4.03 shall have been satisfied with respect to such Eligible Subsidiary and (iii) immediately before and after giving effect to such designation, Borrowers shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 6.09, to the extent the covenant is then applicable and is being tested. Until such time as the requirements set forth in the preceding clauses (i) through (iii) shall have been satisfied with respect to such Eligible Subsidiary, such Eligible Subsidiary shall not be a “Borrower” for purposes of this Agreement and the Accounts and hydrocarbon Inventory of such Eligible Subsidiary shall not be counted towards calculating the Borrowing Base.

(b) In addition to Excluded Subsidiaries designated under the Existing Revolving Credit Agreement, the Administrative Borrower may designate any Domestic Subsidiary acquired or formed after the Effective Date, within 30 days of the formation or acquisition thereof (or such longer period of time as may be permitted by the Administrative

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Agent), as an Excluded Subsidiary by written notice to the Administrative Agent; provided that immediately before and after such designation, no Default or Event of Default (or in the context of a Permitted Acquisition, no Specified Event of Default) shall have occurred and be continuing; provided further that such Excluded Subsidiary may be re-designated by Administrative Borrower as a “Subsidiary Guarantor” upon five (5) Business Days (or such shorter period of time as may be permitted by the Administrative Agent) prior written notice to the Administrative Agent as long as the requirements of Section 5.10 are satisfied either before or concurrently with it becoming a Subsidiary Guarantor.

ARTICLE VI

NEGATIVE COVENANTS

Each Loan Party covenants and agrees that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full (in each case, other than Unasserted Contingent Obligations) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries (other than Excluded Subsidiaries) to:

Section 6.01 Indebtedness.

Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except

(a) Indebtedness incurred under this Agreement and the other Loan Documents (including, without limitation, any Incremental Revolving Commitments, Incremental Revolving Loans, Refinancing Loan Commitments and Refinancing Revolving Loans);

(b) Indebtedness outstanding on the Effective Date and to the extent in excess of $10,000,000 in the aggregate, which is listed on Schedule 6.01(b);

(c) Indebtedness under Hedging Obligations entered into consistent with prudent industry practice; provided that if such Hedging Obligations relate to interest rates or foreign currency, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(d) Indebtedness permitted by Section 6.04(f);

(e) Indebtedness in respect of Purchase Money Obligations, Attributable Indebtedness, Capital Lease Obligations, and any other Indebtedness financing the acquisition, construction repair, replacement or improvement of any fixed or capital assets and refinancings or renewals thereof, in an aggregate amount not to exceed 10.0% of Total Assets (as determined on the date of incurrence of such Indebtedness); provided, however, any Purchase Money Obligations,

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Attributable Indebtedness, Capital Lease Obligations or any other Indebtedness (and any refinancing or renewals thereof) incurred to finance the acquisition, construction, repair, replacement or improvement of any rail car or transportation assets (a “Railcar Financing”) that are leased, financed subject to a purchase contract or under a similar arrangement in effect as of the Effective Date and set forth on Schedule 6.01(e) shall be permitted hereunder and shall not count against the basket in this clause (e).

(f) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed).

(g) Contingent Obligations (including guarantees) of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01;

(h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(i) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(j) Indebtedness arising from an unsecured guaranty;

(k) [reserved];

(l) Indebtedness in the form of Letters of Credit issued under this Agreement;

(m) (i) Indebtedness assumed in connection with any Permitted Acquisition, provided, that (x) such Indebtedness (A) was not incurred in contemplation of such Permitted Acquisition, (B) is secured only by the assets acquired in the applicable Permitted Acquisition (including any acquired Equity Interests), (C) the only obligors with respect to any Indebtedness incurred pursuant to this clause (m)(i) shall be those persons who were obligors of such Indebtedness prior to such Permitted Acquisition or such obligors are not Loan Parties (except as otherwise permitted by Section 6.04), and (y) both immediately prior and after giving effect thereto no Specified Event of Default shall exist or result therefrom or, at the Administrative Borrower’s option if such Indebtedness is assumed in connection with a Permitted Acquisition, no Event of Default shall exist at the time the relevant Acquisition Agreement is entered into and (ii) Indebtedness incurred in connection with the financing of any Permitted Acquisition, provided, that (x) such Indebtedness (A) is secured only by the assets (other than assets constituting Revolving Credit Priority Collateral) acquired in the applicable Permitted Acquisition (including any acquired Equity Interests), (B) the only obligors with respect to any Indebtedness incurred pursuant to this clause (m)(ii) shall be those persons who were obligors of such Indebtedness prior to such Permitted Acquisition and/or Affiliates of the Loan Parties (and in the case of the Loan Parties, solely to the extent permitted by Section 6.04), and (y) both immediately prior and after giving effect thereto (A) no Specified Event of Default shall exist or result therefrom or, at the Administrative Borrower’s option if such Indebtedness is to finance a Permitted Acquisition, no Event of Default shall exist at the time the relevant Acquisition Agreement is entered into, and (B)

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the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this clause (m)(ii) does not exceed (1) $625,000,000 plus (2) such additional amounts as long as (I) the Consolidated Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis giving effect to the incurrence of such Indebtedness, is not less than 1.10:1.00 and (II) Pro Forma Excess Availability shall be greater than the Threshold Amount both before and after giving effect to the incurrence of any such Indebtedness (it being understood and agreed for the avoidance of doubt that the requirements of sub-clauses (1) and (2)(B) of this Section 6.01(m) will not apply to the extent that a Permitted Acquisition is financed with proceeds of Indebtedness permitted by Section 6.01(a));

(n) Indebtedness representing deferred compensation to employees of any Loan Parties incurred in the ordinary course of business, and/or incurred by such Person in connection with any Permitted Acquisition or any other Investment expressly permitted hereunder;

(o) Indebtedness to current or former officers, directors, managers, consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of any Loan Parties;

(p) Indebtedness incurred in connection with a Permitted Acquisition, any other Investment expressly permitted hereunder or any Asset Sale or other dispositions of assets permitted hereunder, in each case to the extent constituting Indebtedness as a result of indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments;

(q) Indebtedness resulting from obligations with respect to Treasury Services Agreements and other Indebtedness in respect of cash management, netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business;

(r) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(s) Indebtedness consisting of customer deposits and advance payments received in the ordinary course of business from customers for goods purchased;

(t) to the extent constituting Indebtedness, obligations under the Oil Supply Agreements and Off-Take Agreements; provided, that, to the extent constituting Financing Oil Supply Agreements, Financing Off-Take Agreements, or to the extent such Oil Supply Agreements or Off-Take Agreements pertain to Intermediate Products and in each case, to the extent reasonably requested by the Administrative Agent, any such Indebtedness is subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent;

(u) Indebtedness incurred in connection with Environmental and Necessary Capex in an aggregate amount not to exceed $300,000,000;

(v) Indebtedness in respect of letters of credit and/or other credit support issued in connection with the purchase by the Loan Parties of hydrocarbons; provided, that any such Indebtedness shall be secured solely by the purchased hydrocarbons, accounts receivable (including accounts, chattel paper, payment intangibles, general intangibles, instruments and all other rights to payment) arising from the sale or other disposition of such hydrocarbons, contracts,

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bills of lading, other documents of title and books and records pertaining to the foregoing, proceeds and products of the foregoing and proceeds of any insurance, indemnity, warranty or guaranty with respect to any of the foregoing (and any cash collateral and deposit accounts holding such cash collateral, if any, provided therefor) (collectively, the “Purchased Hydrocarbon Assets”) (it being understood and agreed that notwithstanding any term or condition to the contrary in any Loan Document (including any Security Document), any and all items set forth in this proviso are not Collateral for the Obligations);

(w) [Reserved];

(x) the High Yield Indebtedness;

(y) Indebtedness arising from an unsecured guaranty provided by any Loan Party in respect of the Indebtedness described in the preceding clause (x);

(z) Indebtedness in respect of letters of credit issued by any Person;

(aa) Indebtedness incurred in connection with Sale and Leaseback Transactions with respect to Catalyst Assets permitted pursuant to Section 6.03;

(bb) general Indebtedness not otherwise permitted by this Section 6.01 in an aggregate amount not to exceed the greater of (x) $100,000,000 and (y) 20% of Total Assets (as determined on the date of incurrence of such Indebtedness) outstanding at any time;

(cc) other senior unsecured Indebtedness of the Borrower; provided that (i) no Default or Event of Default shall exist before or after giving effect to the incurrence of such Indebtedness and (ii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.09, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or (b), as though such Indebtedness had been incurred as of the first day of the most recently completed Test Period and remained outstanding and assuming, for such purposes, that the covenants set forth in Section 6.09 are required to be tested for such period;

(dd) Indebtedness in respect of any industrial revenue bond, industrial development bond, tax exempt bond, pollution control bond, project financing and/or or similar financings (including any credit support in respect thereof); provided, that (i) the assets securing such Indebtedness shall not constitute Revolving Credit Priority Collateral, (ii) if such Indebtedness is secured by any real property at which any Collateral is located with a value in excess of $15,000,000, such Indebtedness shall be subject to a collateral access agreement, in form and substance reasonably satisfactory to the Administrative Agent and (iii) such Indebtedness shall have a maturity date of not less than 180 days after the Revolving Maturity Date;

(ee) in the event, and solely in the event, that all Issuing Banks have declined to issue a Letter of Credit requested under this Agreement, Indebtedness in the form of a letter of credit which may be cash collateralized in an aggregate face amount for all such issued and outstanding letters of credit not to exceed $75,000,000 at any time outstanding;

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(ff) Indebtedness incurred by a Subsidiary organized and in operation in Mexico or a joint venture organized and in operation in Mexico (any such Subsidiary or joint venture a “Mexican Entity”); and

(gg) Permitted Refinancing Indebtedness.

For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (gg) above, the Borrowers shall, in their discretion, classify and reclassify or divide such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 6.01.

The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends solely in the form of additional Indebtedness or Disqualified Capital Stock shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01.

Section 6.02 Liens.

Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

(a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;

(b) Liens in respect of property of any Company imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP;

(c) any Lien in existence on the Effective Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) except as permitted by Section 6.01(b), does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Effective Date and (ii) does not encumber any property other than the property subject thereto on the Effective Date and improvements or accessions thereto (any such Lien, an “Existing Lien”);

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(d) easements, rights-of-way, restrictions (including zoning restrictions and other similar permits), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;

(e) Liens arising out of judgments, attachments or awards not resulting in a Default and in respect of which such Company shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings and, in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(f) Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of Indebtedness) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance brokers, carriers or insurance companies; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents (or in respect of subclause (z), cash, Cash Equivalents and/or insurance proceeds), and (iii) in the case of any such Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(g) Leases and sub-leases of the properties of any Company granted by such Company to third parties, so long as such Leases do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company;

(h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or storage of goods entered into by any Company in the ordinary course of business;

(i) (i) Liens securing Indebtedness and other obligations incurred pursuant to Section 6.01(e); provided, that any such Liens attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of any Company (other than improvements and accessions thereon) and (ii) Liens solely on the Purchased Hydrocarbon Assets (it being understood and agreed that notwithstanding any term or condition to the contrary in any Loan Document (including any Security Document), any and all items set forth in this clause (ii) (except as otherwise expressly and specifically agreed to by the Borrowers in each specific instance to the extent securing Letters of Credit issued under this Agreement) are not Collateral for the Obligations);

(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more deposit, securities and/or other similar accounts maintained by any Company, in each case granted in the ordinary course of

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business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management, depository, treasury, and operating account arrangements, including those involving pooled accounts and netting arrangements;

(k) Liens on property of a person or assets existing at the time such person or assets are acquired or merged with or into or consolidated with any Company to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements and accessions thereon);

(l) (i) Liens granted pursuant to the Security Documents to secure the Secured Obligations; and (ii) any Lien granted to secure any Permitted Refinancing Indebtedness in respect of the Secured Obligations, any Incremental Revolving Loans and Incremental Revolving Commitments, and any Refinancing Revolving Loans or Refinancing Loan Commitments;

(m) licenses of intellectual property (including Intellectual Property) granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies;

(n) the filing of UCC financing statements solely as a precautionary measure in connection with Indebtedness and other obligations permitted to be incurred under this Agreement or the filing of UCC financing statements in connection with the Off-Take Agreements or the Oil Supply Agreements; provided, that, to the extent constituting Financing Oil Supply Agreements, Financing Off-Take Agreements, or to the extent such Oil Supply Agreements or Off-Take Agreements pertain to Intermediate Products, and to the extent reasonably requested by the Administrative Agent, any such agreement is subject to an Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent;

(o) (i) Liens on cash and Cash Equivalents securing obligations with respect to Commodity Hedging Agreements with any Person and (ii) Liens on cash and Cash Equivalents securing letters of credit permitted under Section 6.01(z);

(p) Liens on Intermediate Products; provided, that such Liens are subject to an Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent;

(q) Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured as long as such Lien does not encumber any property other than the property secured by the Indebtedness so refinanced and improvements, replacements, proceeds or accessions thereto;

(r) Liens securing Indebtedness permitted by Section 6.01(v);

(s) Liens securing Off-Take Agreements; provided, that such Liens are subject, to the extent reasonably requested by the Administrative Agent, to an Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent;

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(t) Liens securing Indebtedness incurred with respect to Commodity Hedging Agreements to be secured on a pari passu basis with (or on a junior basis to) the Liens granted pursuant to the Security Documents to secure the Secured Obligations;

(u) Liens incurred in the ordinary course of business of any Company with respect to obligations that do not at any time outstanding in the aggregate exceed $25,000,000 solely in respect of non-Revolving Credit Priority Collateral;

(v) 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 in the ordinary course of business;

(w) Liens (i) on cash advances in favor of the seller of any property to be acquired as part of a Permitted Acquisition or (ii) consisting of an agreement to dispose of any property in an Asset Sale or other disposition of assets permitted hereunder, in each case, solely to the extent such Permitted Acquisition, Asset Sale or other disposition of assets, as the case may be, would have been permitted on the date of the creation of such Lien;

(x) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers in the ordinary course of business;

(y) Liens solely on any cash earnest money deposits made by the Borrowers or any of their respective Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(z) Liens placed upon the assets of such person and any of its Subsidiaries to secure Indebtedness (or to secure a guaranty of such Indebtedness) incurred pursuant to and in accordance with Section 6.01(m) in connection with such Permitted Acquisition and Liens on Equity Interests issued by an Excluded Subsidiary;

(aa) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of storage arrangements, documentary letters of credit or banker’s acceptances issued or created for the account of such Person, in each case, to facilitate the purchase, shipment or storage of such inventory or goods;

(bb) Liens on assets constituting Environmental and Necessary Capex securing Indebtedness permitted by Section 6.01(u);

(cc) Liens on Certain Hydrocarbon Assets (including Certain Hydrocarbon Assets in the possession of any Certain Hydrocarbon Asset Supplier) in favor of any Certain Hydrocarbon Asset Supplier and/or an agent of any of the foregoing; provided, that such Liens are subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent;

(dd) Liens securing Indebtedness and other obligations permitted by Section 6.01(dd);

(ee) Liens solely on Catalyst Assets securing Indebtedness permitted pursuant to Section 6.01(aa);

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(ff) [reserved];

(gg) [reserved];

(hh) Liens on assets (A) other than Revolving Credit Priority Collateral securing Indebtedness permitted by Section 6.01; provided, that, if a Lien is granted by any Loan Party or any Subsidiary of a Loan Party on any Real Property where Revolving Credit Priority Collateral is located with a value in excess of $15,000,000, at the request of the Administrative Agent, Borrowers shall use commercially reasonable efforts to deliver a collateral access agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by the holder of such Lien or (B) constituting Revolving Credit Priority Collateral securing High Yield Indebtedness; provided, that, the requirements of clause (iv) of the definition thereof are satisfied;

(ii) Liens securing judgments not constituting an Event of Default under Section 8.01(i);

(jj) Liens consisting of cash collateral for letters of credit securing Indebtedness in the form of letters of credit permitted under Section 6.01(ee);

(kk) Liens on assets of, or any Equity Interests issued by, any Mexican Entity securing Indebtedness permitted under Section 6.01(ff), including, without limitation, Liens on hydrocarbon Inventory and Accounts of a Mexican Entity; and

(ll) other Liens not otherwise permitted in clauses (a) through (kk) above securing Indebtedness otherwise permitted hereunder in an aggregate amount not to exceed $75,000,000 at any time outstanding; provided, that no more than $20,000,000 of such Indebtedness may be secured by Liens on any of the Revolving Credit Priority Collateral.

Section 6.03 Sale and Leaseback Transactions.

Except for Sale and Leaseback Transactions (as hereinafter defined) with respect to (i) Catalyst Assets, (ii) Railcar Financings with respect to rail car and/or transportation assets existing on or after the Effective Date and (iii) other Sale and Leaseback Transactions, in the case of clauses (i), (ii) and (iii) to the extent permitted under Section 6.01 and Section 6.02, consummate any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless at the time of consummation of any such Sale and Leaseback Transaction, Excess Availability is greater than the Threshold Basket Amount.

Section 6.04 Investment, Loan, Advances and Acquisition.

Make any Investment, except that the following shall be permitted:

(a) Any Asset Sale permitted under Section 6.06(a);

(b) Investments outstanding on the Effective Date which to the extent in excess of $10,000,000 in the aggregate are identified on Schedule 6.04(b);

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(c) the Companies may (i) acquire and hold accounts receivables owing to any of them if created or acquired in the ordinary course of business, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits in the ordinary course of business;

(d) Hedging Obligations incurred pursuant to Section 6.01(c);

(e) loans and advances to directors, employees and officers of Borrowers and the Subsidiaries for bona fide business purposes (including customary business-related travel, entertainment, relocation and analogous ordinary business purposes) and to purchase Equity Interests of Parent, in an aggregate amount not to exceed $5,000,000 at any time outstanding and advances of payroll payments to employees in the ordinary course of business;

(f) Investments by any Company in any Borrower or any existing Subsidiary Guarantor; provided that any Investment by or in a Loan Party in the form of a loan or advance shall be pledged by such Loan Party as Collateral pursuant to the Security Documents;

(g) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or settlement or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(h) Permitted Acquisitions;

(i) mergers and consolidations in compliance with Section 6.05;

(j) Investments made by Borrowers or any Subsidiary Guarantor as a result of consideration received in connection with an Asset Sale or other disposition of assets in compliance with Section 6.06;

(k) Capital Expenditures made by Borrowers or any Subsidiary Guarantor on behalf of itself or of another Loan Party or as would otherwise be permitted pursuant to Section 6.04(f);

(l) to the extent constituting Investments, purchases and other acquisitions of inventory, materials, equipment and other tangible property in the ordinary course of business;

(m) leases or sub-leases of real or personal that are not in violation of the Loan Documents;

(n) other Investments, provided, that after giving effect to any such Investment, (I) either (a) Pro Forma Excess Availability shall be greater than the Threshold Basket Amount or (b) (x) Pro Forma Excess Availability shall be greater than the Threshold Amount (but in no event less than $150,000,000) and (y) Borrowers shall be in compliance with the financial covenant set forth in Section 6.09(a) on a pro forma basis after giving effect to such Investment and (II) no Event of Default (or if the relevant investment is a Permitted Acquisition, no Specified Event of Default shall have occurred or shall result therefrom (or, at the election of the Administrative Borrower, at the time of the related Acquisition Agreement));

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(o) to the extent constituting Investments, such Investments resulting from Liens, Indebtedness, fundamental changes, Asset Sales, other dispositions of assets and Dividends expressly permitted under another section of this Article VI;

(p) Investments to the extent that payment for such Investments is made with Equity Interests of Parent (or any direct or indirect parent of Parent);

(q) Investments that are held at the time of the acquisition thereof by a Subsidiary acquired after the Effective Date (and not made in contemplation of such acquisition) or of a person merged with or consolidated with any Company in accordance with Section 6.05 after the Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(r) other Investments not otherwise permitted by this Section 6.04 in an amount not to exceed the greater of (i) $20,000,000 and (ii) 5% of Total Assets (as determined on the date of consummation of such Investment) at any time outstanding;

(s) Investments made for cash in any Person that is engaged in the business permitted to be engaged by the Borrowers pursuant to Section 6.12, provided that immediately after giving effect to such Investment, Pro Forma Excess Availability shall be greater than the Threshold Basket Amount;

(t) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any Investment existing on the date hereof to the extent the amount of any such Investment under this Section 6.04(t) is not in excess of the amount of such Investment as of the Effective Date except as otherwise permitted by this Section 6.04;

(u) Investments by an Excluded Subsidiary entered into prior to the day such Excluded Subsidiary is redesignated as a Subsidiary Guarantor; provided that such Investments were not incurred in contemplation of such redesignation; or

(v) Investments (if any) made in any Person which is an Affiliate of a Loan Party holding MLP Drop Down and Railcar Assets resulting from the contribution, transfer or other disposition of any such MLP Drop Down and Railcar Assets.

An Investment shall be deemed to be outstanding to the extent not returned in the same form as the original Investment or in cash or Cash Equivalents to Borrowers or any Subsidiary Guarantor, as applicable. For the avoidance of doubt, any Investment made by a Loan Party in, or for the benefit of, an Excluded Subsidiary shall constitute an Investment hereunder and be subject to the provisions of this Section 6.04 and any Investment made by an Excluded Subsidiary is not subject to the provisions of this Section 6.04.

Section 6.05 Mergers and Consolidations.

Wind up, liquidate or dissolve its affairs, consummate a Division or consummate any transaction of merger or consolidation, except that the following shall be permitted:

(a) [Reserved];

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(b) Asset Sales, Divisions, and other dispositions of assets in compliance with Section 6.06;

(d) any Company may merge or consolidate with or into a Borrower or any Subsidiary Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving a Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Subsidiary of Holdings in any other case); provided that the Lien in such property constituting Collateral granted or to be granted in favor of the Administrative Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable;

(e) any Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, is not reasonably expected to have a Material Adverse Effect; and

(f) any Subsidiary Guarantor may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable dividing person are held by one or more Subsidiary Guarantors at such time (or an Excluded Subsidiary to the extent otherwise in accordance with the terms and conditions of this Agreement and the other Loan Documents).

Any reference in this Section 6.05 to a combination, merger, disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division (or the unwinding of a Division) as if it were a combination, merger, consolidation, disposition, dissolution, transfer or similar term, as applicable, to or with a separate Person).

To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the conveyance, sale, assignment, transfer or other disposition of any Collateral, or any Collateral is conveyed, sold, assigned, transferred or disposed of as permitted by this Section 6.05 or any other express term and condition of any Loan Document, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents.

Section 6.06 Assets Sales.

(a) Consummate:

(i) any Asset Sale of all, substantially all, and/or, except in each case to the extent permitted by Section 6.06(b), any portion of the assets of the Paulsboro Facility, the DCR Facility, the Toledo Facility, the Chalmette Facility or the Torrance Facility (or all or substantially all of the Equity Interests in Paulsboro, Delaware City, Toledo, Chalmette or Torrance, in which event the applicable entity would cease to be a Borrower); provided, however, any such Asset Sale shall be permitted as long as (x) neither Standard & Poor’s Ratings Group nor Moody’s Investors Service Inc. downgrades the Index Debt Rating (as defined on Annex I hereto) in existence immediately prior to the announcement of any such Asset Sale as a result of any such Asset Sale to any level below BB- / Ba3 (provided to the extent that one of the Index Debt Ratings is below such level and the other is not, this requirement shall be deemed to be satisfied), and

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(y) after giving effect to such Asset Sale, Pro Forma Excess Availability shall be greater than the Threshold Amount; or

(ii) any sale of Designated Accounts Receivable unless (i) each such sale is a Permitted Receivables Sale, (ii) each such sale shall be consummated only upon the receipt by Holdings of the cash purchase price therefore paid into the Receivables Collection Account and (iii) the Receivables Purchase End Period shall not have occurred and be continuing. Beginning with and at all times during the Receivables Purchase End Period, Holdings shall not sell or transfer, any Designated Accounts Receivable not previously purchased or sold prior to the Receivables Purchase End Period.

(b) At any time when Excess Availability is below the Threshold Basket Amount, consummate any Asset Sale other than:

(i) disposition of used, worn out, damaged, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of intellectual property (including Intellectual Property) that is, in the reasonable judgment of Borrowers, no longer commercially desirable to maintain or useful in the conduct of the business of the Companies taken as a whole;

(ii) leases of real or personal property in the ordinary course of business and not in violation of the Loan Documents;

(iii) [Reserved];

(iv) mergers and consolidations in compliance with Section 6.05;

(v) Investments in compliance with Section 6.04;

(vi) Asset Sales in connection with Sale and Leaseback Transactions permitted under Section 6.03; and

(vii) other Asset Sales at fair market value; provided that, (i) at the time of such Asset Sale, no Default shall exist or would result from such Asset Sale, (ii) at the time of such Asset Sale, both before and after giving effect thereto, Excess Availability shall be greater than the Threshold Basket Amount and (iii) at least 75% of the purchase price for all property subject to such Asset Sale shall be paid solely in cash and Cash Equivalents, it being understood that notes and other property convertible into cash within 90 days after the date of receipt shall be considered cash for purposes of this Section 6.06(b);

(viii) dispositions of immaterial, damaged, surplus or obsolete assets in the ordinary course of business;

(ix) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);

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(x) to the extent Asset Sales, transactions permitted by Sections 6.03, 6.05 and 6.07;

(xi) Asset Sales of Cash Equivalents;

(xii) leases, subleases, licenses or sublicenses, that do not materially interfere with the business of the Companies, taken as a whole;

(xiii) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(xiv) Asset Sales of property not otherwise permitted under this Section 6.06; provided that (i) at the time of such Asset Sale (other than any such Asset Sale made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Asset Sale, and (ii) the aggregate fair market value of all property disposed of in reliance on this clause (xiv) on or after the Effective Date shall not exceed the sum of (a) $100,000,000 plus (b) commencing with the calendar year in which the Effective Date occurs, $50,000,000 per calendar year (with any unused amount in any calendar year being carried over to the succeeding calendar years until used).

(xv) Asset Sales of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(xvi) to the extent, if any, constituting an Asset Sale, Asset Sales of accounts receivable or notes receivable in the ordinary course of business in connection with the collection or compromise thereof;

(xvii) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Excluded Subsidiary;

(xviii) the unwinding of any Hedging Agreement pursuant to its terms; and

(xix) Asset Sales of any MLP Drop Down and Railcar Assets to any Affiliate of a Loan Party.

To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.06 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents.

Section 6.07 Dividends.

Authorize, declare or pay, directly or indirectly, any Dividends, except that the following shall be permitted:

(a) Dividends by any Company to Borrowers or any Subsidiary Guarantor that is a Subsidiary of any Borrower;

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(b) payments to Parent (or any direct or indirect parent company thereof) to permit Parent (or any direct or indirect parent company thereof), and the subsequent use of such payments by Parent (or any direct or indirect parent company thereof), to repurchase or redeem Qualified Capital Stock of Parent (or any direct or indirect parent company thereof) held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance, resignation or termination of employment or service or pursuant to any employee or directors’ and/or officers’ equity or stock compensation plan; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed, in any fiscal year, $20,000,000 (and up to 100% of such $20,000,000 not used in any fiscal year may be carried forward to the next succeeding (but no other) fiscal year).

(c) (A) to the extent actually used by Holdings to pay such taxes, costs and expenses, payments by Borrowers to or on behalf of Holdings in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of Holdings and (B) payments by Borrowers to or on behalf of Holdings in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings;

(d) any Dividends, provided, that after giving effect to any such Dividend, (I) either (a) Pro Forma Excess Availability shall be greater than the Threshold Basket Amount or (b) (x) Pro Forma Excess Availability shall be greater than 15% of the lesser of the then existing Borrowing Base and the then current aggregate Revolving Commitments of the Lenders at such time (but in no event less than $185,000,000) and (y) Borrowers shall be in compliance with the financial covenant set forth in Section 6.09(a) on a pro forma basis after giving effect to such Dividend, and (II) no Event of Default shall have occurred or shall result therefrom;

(e) Permitted Tax Distributions;

(f) (i) Parent may purchase or redeem in whole or in part any of its Equity Interests for another class of Equity Interests (other than Disqualified Capital Stock) or rights to acquire its Equity Interests (other than Disqualified Capital Stock) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Capital Stock); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests (other than Disqualified Capital Stock) are no less favorable to the Lenders as those contained in the Equity Interests redeemed thereby and (ii) the Borrowers and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Capital Stock) of such Person;

(g) to the extent contributed to Holdings or any other Borrower, the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified Capital Stock) of Parent and, to the extent contributed to Holdings or any other Borrower, Equity Interests of any of Parent’s direct or indirect parent companies, in each case, to members of management, directors or consultants of Holdings, any other Borrower or any of their Subsidiaries;

(h) Holdings and the Borrowers may make Dividends to any direct or indirect parent of Holdings, the proceeds of which shall be used to pay:

(i) its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties),

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which are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of Holdings, the Borrowers and their respective Subsidiaries (including any reasonable and customary indemnification claims made by directors or officers of any direct or indirect parent of Holdings and the Borrowers attributable to the ownership or operations of Holdings, the Borrowers and their respective Subsidiaries);

(ii) customary costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; and/or

(iii) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of Holdings and the Borrowers to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, the Borrowers and their respective Subsidiaries;

(i) Parent may pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition;

(j) the declaration and payment of dividends to Parent (or any direct or indirect parent company thereof) to permit Parent (or any direct or indirect parent company thereof), and the subsequent use of such payments by Parent (or any direct or indirect parent company thereof), to declare and pay dividends on Parent’s common Equity Interests in an aggregate amount per annum not to exceed $150,000,000; and

(k) any Dividend paid within 90 days after the date of declaration of such Dividend, if at the date of declaration, the Dividend payment would have complied with the provisions of this Section 6.07.

Section 6.08 Transactions with Affiliates.

Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company (other than between or among Borrowers and any Loan Party), other than any transaction or series of related transactions on terms and conditions (taken on a whole) at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a) Dividends permitted by Section 6.07;

(b) Investments permitted by Sections 6.04(e), (f) or (v); and any transactions permitted by Sections 6.04(v) or 6.06(b)(xix);

(c) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of Holdings or such other Borrower;

(d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents;

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(e) sales of Qualified Capital Stock of Parent (or any direct or indirect parent company thereof) to Affiliates of Borrowers not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith;

(f) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Parent (or any Equity Interests of any direct or indirect parent company thereof);

(g) [Reserved];

(h) transactions with any person that becomes a Loan Party as a result of such transaction;

(i) the issuance of Equity Interests to any officer, director, employee or consultant of the Companies or any direct or indirect parent of Holdings or the Borrowers;

(j) Investments, loans and other transactions by Holdings, the Borrowers and the Subsidiaries to the extent permitted under this Article VI;

(k) employment and severance arrangements between any of the Companies and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(l) (i) customary service agreements by and among any of the Companies and any of their Affiliates and (ii) payments by any of the Companies (and any direct or indirect parent thereof) pursuant to any tax sharing agreements on customary terms to the extent attributable to the ownership or operation of the Companies;

(m) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, current and former directors, officers, employees and consultants of any of the Companies or any direct or indirect parent of the Companies in the ordinary course of business to the extent attributable to the ownership or operation of the Companies; and

(n) transactions pursuant to permitted agreements in existence on the Effective Date (and set forth on Schedule 6.08) or any amendment thereto to the extent such an amendment is not adverse to the interests of the Lenders in any material respect.

Section 6.09 Financial Covenant.

(a) Minimum Fixed Charge Coverage Ratio. During the Revolving Availability Period, at any time when Excess Availability is less than, at any time, the greater of (i) the Financial Covenant Testing Amount and (ii) $100,000,000, and until such time as Excess Availability is greater than the Financial Covenant Testing Amount and $100,000,000 for a period of twelve (12) or more consecutive days, permit the Consolidated Fixed Charge Coverage Ratio, as of the last day of the most recently ended Test Period, to be less than 1.0 to 1.0 (“Fixed Charge Coverage Ratio”).

(b) Right to Cure Consolidated Fixed Charge Coverage Ratio. For purposes of determining compliance with the Consolidated Fixed Charge Coverage Ratio set forth in Section 6.09(a), any Net Cash Proceeds from the issuance of Qualified Capital Stock by Holdings that has been contributed to Holdings as common equity or other equity on terms and conditions reasonably acceptable to the Administrative Agent on or prior to the day that is five (5) Business Days (the

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“Last Cure Date”) after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Administrative Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant for the Test Period as at the end of such fiscal quarter and any applicable subsequent Test Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that (i) in each 4 fiscal quarter period, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) the amount of any Specified Equity Contribution shall be no greater than 120% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iii) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets, tests, or pro forma tests, with respect to the covenants contained in any applicable Loan Documents and (iv) to the extent such Net Cash Proceeds are applied in prepayment of the Revolving Commitments following the last day of the relevant fiscal quarter and on or prior to the Last Cure Date, the Net Cash Proceeds shall be deducted when calculated net indebtedness for purposes of determining compliance with the covenant set forth in Section 6.09(a).

Section 6.10 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.

Directly or indirectly:

(a) make any payment or prepayment of principal on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of (collectively, a “Subordinated Debt Payment”), any Indebtedness outstanding under any Subordinated Indebtedness, except (i) any payment of principal at scheduled maturity; (ii) any payment or prepayment resulting from a refunding, replacement or defeasance refinancing permitted by Section 6.01; (iii) any payment to the extent made with the proceeds of Qualified Capital Stock of Parent; (iv) prepayments or redemptions of Indebtedness outstanding under any Subordinated Indebtedness under this clause (iv); provided, that both before and after giving effect to such prepayment or redemption (I) either (A) Pro Forma Excess Availability shall be greater than the Threshold Basket Amount or (B) (x) Pro Forma Excess Availability shall be greater than 15% of the lesser of the then existing Borrowing Base and the then current aggregate Revolving Commitments of the Lenders at such time, but in no event less than $185,000,000, and (y) the Loan Parties shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.09(a) at such time, and (II) no Event of Default shall have occurred or shall result therefrom; (v) Subordinated Debt Payments in the form of Equity Interests of Parent, or resulting from the conversion of such Subordinated Indebtedness to Equity Interests (other than Disqualified Capital Stock) of Parent; and (vi) Subordinated Debt Payments with the Net Cash Proceeds of any Equity Issuances for the purpose of making such Subordinated Debt Payment; or

(b) terminate, amend or modify, or permit the termination, amendment or modification of, any provision of (i) any document governing Subordinated Indebtedness, or (ii) any Organizational Document of any Company (it being agreed that changes that are not adverse to the material interests of the Lenders in their capacities as such shall not be subject to this clause (b)(ii)).

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Section 6.11 Limitation on Certain Restrictions on Subsidiary Guarantors.

Create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary Guarantor to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrowers or any Subsidiary Guarantor, or pay any Indebtedness owed to Borrowers or a Subsidiary Guarantor, (b) make loans or advances to Borrowers or any Subsidiary Guarantor or (c) transfer any of its properties to Borrowers or any Subsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) [Reserved]; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary Guarantor; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary Guarantor in the ordinary course of business; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary Guarantor of Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Guarantor of Borrowers; (viii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (ix) any Permitted Liens in respect of assets subject thereto; (x) restrictions that exist on the Effective Date and, to extent set forth in an agreement evidencing Indebtedness, restrictions set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such obligation; (xi) customary provisions in any industrial revenue bond, industrial development bond, tax exempt bond, pollution control bond, project financing and/or or similar financings (xii) customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to joint ventures permitted hereunder and applicable solely to such joint venture; (xiii) customary restrictions on leases, subleases, licenses, asset sale or similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (xiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Company; (xv) customary provisions restricting assignment of any agreement; (xvi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or otherwise permitted hereunder; (xvii) the Oil Supply Agreements and/or the Off-Take Agreements; (xviii) obligations under any Hedging Agreements; (xix) customary provisions restricting assignment of any agreement entered into in connection with a Sale and Leaseback Transaction permitted under Section 6.03 or (xx) the indenture and other operative documents for the High Yield Indebtedness or Indebtedness permitted under Sections 6.01(e), (r), (s), (u), (v), (aa), (bb), (cc), and (dd) and any Permitted Refinancing Indebtedness thereof.

Section 6.12 Business.

With respect to Holdings, Paulsboro, Delaware City, Toledo, Chalmette, Torrance and the other (direct or indirect) Subsidiaries of Holdings, engage (directly or indirectly) in any material line of business which is substantially different from those lines of business conducted on the Effective Date or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions` thereof (including any geographic expansion of the business).

Section 6.13 Fiscal Year.

Change its fiscal year-end to a date other than December 31.

Section 6.14 Compliance with Anti-Terrorism Laws.

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(a) Directly or indirectly, in connection with the Loans, knowingly (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b) Directly or indirectly, in connection with the Loans, knowingly cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Anti-Terrorism Law.

(c) Knowingly cause or permit (i) an Embargoed Person to have any direct or indirect interest in or benefit of any nature whatsoever in the Loan Parties or (ii) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, an Embargoed Person.

(d) The Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.14.

ARTICLE VII

GUARANTEE

Section 7.01 The Guarantee.

The Loan Parties hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) the Loans made by the Lenders to, and the Notes held by each Lender of, Borrowers, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Hedging Agreement or Treasury Services Agreement entered into with a counterparty that is a Secured Party to the extent designated by the Borrowers as a “Guaranteed Obligation”, in each case strictly in accordance with the terms thereof; provided, however, that notwithstanding anything to the contrary in this Agreement or in any other Loan Document, “Guaranteed Obligations” of any Loan Party will not include in any event its Excluded Swap Obligations (such obligations (other than such Excluded Swap Obligations) being herein collectively called the “Guaranteed Obligations”). The Loan Parties hereby jointly and severally agree that if Borrowers or other Loan Party(ies) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Loan Parties will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 7.02 Obligations Unconditional.

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The obligations of the Loan Parties under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Loan Party (except for payment in full or an amendment or waiver adopted in accordance with Section 10.02 or any other express provision set forth in a Loan Document). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Loan Parties hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Loan Parties, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, any Issuing Bank or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Loan Party pursuant to Section 7.09, Section 10.02 or Section 10.16.

The Loan Parties hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrowers under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Loan Parties waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Loan Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrowers or against any other person

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which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Loan Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding until payment in full thereof (other than Unasserted Contingent Obligations, or any amendment or waiver adopted in accordance with Section 10.02 or any other express provision set forth in a Loan Document).

Section 7.03 Reinstatement.

The obligations of the Loan Parties under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 7.04 Subrogation; Subordination.

Each Loan Party hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than Unasserted Contingent Obligations) and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrowers or any other Loan Party of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

Section 7.05 Remedies.

Subject to the terms of any applicable Intercreditor Agreement, the Loan Parties jointly and severally agree that, as between the Loan Parties and the Lenders, the obligations of Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrowers) shall forthwith become due and payable by the Loan Parties for purposes of Section 7.01.

Section 7.06 Instrument for the Payment of Money.

Each Loan Party hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Loan Party in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 7.07 Continuing Guarantee.

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The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 7.08 General Limitation on Guarantee Obligations.

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Party under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Loan Party, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 7.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 7.09 Release of Loan Parties.

If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests of any Loan Party are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Borrower or a Subsidiary Guarantor, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, so long as Borrowers shall have provided the Agents such reasonable certifications or reasonable documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary or reasonably requested by the Borrowers to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents.

Section 7.10 Right of Contribution.

Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 7.04. The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

ARTICLE VIII

EVENTS OF DEFAULT

Section 8.01 Events of Default.

Upon the occurrence and during the continuance of the following events (“Events of Default”):

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(a) default shall be made in the payment of any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

(b) default shall be made in the payment of (i) any interest on any Loan or any Fee due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five (5) Business Days; or (ii) any other amount due under any Loan Document (other than an amount referred to in paragraph (a) above), when and as the same shall become due and payable, and such default shall continue unremedied for a period of ten (10) Business Days;

(c) any representation or warranty made or deemed made by a Loan Party in or in connection with any Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any written report, certificate, financial statement or other written instrument furnished by a Loan Party in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(d) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in: Sections 2.22, 5.02 (other than 5.02(d), for which default shall continue unremedied or shall not be waived for a period of five (5) Business Days), 5.03(a), 5.08, 5.15, 5.16 or in Article VI;

(e) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days after written notice thereof from the Administrative Agent to the Borrowers;

(f) (i) any Loan Party shall (A) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than any Obligation and any Hedging Obligation), when and as the same shall become due and payable beyond any applicable grace period, or (B) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (B) is to cause such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that, it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses (A) and (B) in respect of which a Default has occurred then exceeds $100,000,000 at any one time; provided that this clause shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such a sale or transfer is expressly permitted hereunder;

(ii) An “early termination event” or other similar event shall be incurred by any Loan Party in respect of any Hedging Obligation in an amount in excess of $100,000,000, which event shall extend beyond any applicable cure periods or grace periods, provided that, in respect of Hedging Obligations of such Loan Party owed to the applicable counterparty at such time, the amount for purposes of this Section 8.01(f)(ii) shall be the amount payable by on a net basis by such Loan Party to such counterparty as if all Hedging Agreements relating to such Hedging Obligations were terminated at such time; and provided, further,

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that such event in each case described in this clause (f)(ii) is unremedied and is not waived by the holders of such Hedging Obligations;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Loan Party, or of a substantial part of the property of any Loan Party, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of the property of any Loan Party; or (iii) the winding-up or liquidation of any Loan Party; and such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of the property of any Loan Party; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) wind up or liquidate (other than as permitted by Section 6.05);

(i) one or more final judgments, orders or decrees for the payment of money in an aggregate amount in excess of $100,000,000 shall be rendered against any Loan Party or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Loan Party to enforce any such judgment which action shall not be effectively stopped for a period of 30 consecutive days;

(j) one or more ERISA Events or similar events with respect to Foreign Plans shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect or in the imposition of any Lien on any properties of a Loan Party in respect of obligations in excess of $100,000,000;

(k) any security interest and Lien in any material portion of the Collateral purported to be created by any Security Document after delivery thereof shall cease to be in full force and effect (other than in accordance with its terms), or shall cease to give the Administrative Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (including a perfected first priority security interest in and Lien on all of the Revolving Credit Priority Collateral thereunder (except as otherwise expressly provided in such Security Document)) in favor of the Administrative Agent, or shall be asserted by Borrowers or any other Loan Party not to be a valid, perfected, and in the case of Revolving Credit Priority Collateral, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby; except, in each case, described in this Section 8.01(k) to the extent that any such loss of force and effect, loss of benefit, Liens, rights, powers and privileges, perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered

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to it representing securities pledged under the Security Documents or to file UCC continuation statements;

(l) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny (in writing) any material portion of the Collateral, or any portion of its liability, Guarantee, or obligation for the Obligations; or

(m) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to the Borrowers described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrowers, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans and Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers and the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to the Borrowers described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers and the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.02 Application of Proceeds.

Subject to the terms of the Intercreditor Agreements, the proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Administrative Agent pursuant to this Agreement and the other Loan Documents, promptly by the Administrative Agent as follows:

(a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

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(b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the payment in full in cash, pro rata, of (A) interest and other amounts constituting Obligations (other than principal, Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Hedging Agreements, but excluding the Last-Out Portion, and/or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; and (B) principal amount of the Obligations and any premium thereon, including Reimbursement Obligations and obligations to cash collateralize Letters of Credit in accordance with the procedures set forth in Section 2.18(i), and any breakage, termination or other payments under Hedging Agreements, but excluding the Last-Out Portion, and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon;

(d) Fourth, to the to the payment in full in cash, pro rata (A) of interest and any fees, premiums and scheduled periodic payments due under Hedging Agreements; and (B) of principal amount and any premium thereon and any breakage, termination or other payments under Hedging Agreements, in the case of clauses (A) and (B), constituting the Last-Out Portion; and

(e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (d) of this Section 8.02, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

ARTICLE IX

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENTS

Section 9.01 Appointment and Authority.

Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Bank of America, N.A., to act on its behalf as the Administrative Agent and Bank of America, N.A., to act on its behalf as Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

Section 9.02 Right as a Lender.

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Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrowers or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03 Exculpatory Provisions.

No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrowers or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by Borrowers, a Lender or an Issuing Bank.

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any

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applicable law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Each party to this Agreement acknowledges and agrees that the Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Borrowers and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

Section 9.04 Reliance by Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for Borrowers), independent accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts and shall not be liable for any action taken or not taken by it in accordance with such advice.

Section 9.05 Delegation of Duties.

Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub‑agents appointed by such Agent. Each Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of each Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Section 9.06 Resignation of Agent.

(a) Each Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a Lender that is a bank with an office in the United States or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders

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or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

(b) Any resignation by Bank of America, N.A. as Administrative Agent pursuant to Section 9.06(a) shall, unless Bank of America, N.A. gives notice to Borrowers otherwise, also constitute its resignation as an Issuing Bank and Swingline Lender, and such resignation as an Issuing Bank and Swingline Lender shall become effective simultaneously with the discharge of the Administrative Agent from its duties and obligations as set forth in the immediately preceding paragraph (except as to already outstanding Letters of Credit and LC Obligations and Swingline Loans, as to which such Issuing Bank and the Swingline Lender shall continue in such capacities until the LC Exposure relating thereto shall be reduced to zero and such Swingline Loans shall have been repaid, as applicable, or until the successor Administrative Agent shall succeed to the roles of an Issuing Bank and Swingline Lender in accordance with the next sentence and perform the actions required by the next sentence). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, unless Bank of America, N.A. and such successor gives notice to Borrowers otherwise, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender and (ii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. At the time any such resignation of an Issuing Bank shall become effective, Borrowers shall pay all unpaid fees accrued for the account of the retiring Issuing Bank pursuant to Section 2.05(c).

Section 9.07 Non-Reliance on Agent and Other Lenders.

Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has had the opportunity to review the documents made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.08 Withholding Tax.

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To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold from any payment to any Lender any Tax required to be withheld. Without limiting the provisions of Section 2.15(a) or (c), each Lender and each Issuing Bank shall, and does hereby, indemnify the Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the Internal Revenue Service or any other Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.08. The agreements in this Section 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Section 9.09 No Other Duties, etc.

Anything herein to the contrary notwithstanding, none of the Joint Lead Bookmanagers, the Joint Lead Arrangers, Co-Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or an Issuing Bank hereunder.

Section 9.10 Enforcement.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent, or as the Required Lenders may require or otherwise direct, for the benefit of all the Lenders and all the Issuing Banks; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Banks or the Swingline Lender from exercising the rights and remedies that inure to their benefit (solely in their capacity as Issuing Bank or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with, and subject to, the terms of this Agreement, or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any bankruptcy or insolvency law.

Section 9.11 Recovery of Erroneous Payments.

Without limitation of any other provision herein, if at any time Administrative Agent makes a payment hereunder in error to any Secured Party, whether or not in respect of an Obligation due and owing by Borrowers at such time, where such payment is a Rescindable Amount, then in any such event each Secured Party receiving a Rescindable Amount severally agrees to repay to

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Administrative Agent forthwith on demand the Rescindable Amount received by such Secured Party in immediately available funds in the currency so received, with interest thereon for each day from and including the date such Rescindable Amount is received by it to but excluding the date of repayment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. Each Secured Party irrevocably waives any and all defenses, including any defense of discharge for value (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. Agent shall inform each Secured Party promptly upon determining that any payment made to such Secured Party was comprised, in whole or in part, of a Rescindable Amount.

ARTICLE X

MISCELLANEOUS

Section 10.01 Notices.

(a) Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i) if to any Loan Party, to Holdings at:

PBF Holding Company LLC

1 Sylvan Way, 2nd Floor

Parsippany, NJ 07054-3887

Attention: Trecia M. Canty

Telecopier No.: (973) 455-7560

Email:trecia.canty@pbfenergy.com

with a copy to:

PBF Holding Company LLC

1 Sylvan Way, 2nd Floor

Parsippany, NJ 07054-3887

Attention: Joseph Marino

Telecopier No.: (973) 455-7560

Email: Joseph.Marino@pbfenergy.com

and with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

Attention: Andres C. Mena, Esq.

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Telecopier No.: 212-728-8111

Email: amena@willkie.com

(ii) if to the Administrative Agent, Collateral Agent, Issuing Bank or Swingline Lender, to it at:

Bank of America, N.A.

One Bryant Park

Mail code: NY1-100-34-07 New York, NY

Attention: Galina Evelson Email: galina.evelson@bofa.com

with a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

Attention: William D. Brewer, Esq.

Telecopier No.:(212) 294-4700

Email: wbrewer@winston.com

and

(iii) if to a Lender or an Issuing Bank, to it at its address (or telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). Any party hereto may change its address or telecopier number for notices and other communications hereunder by written notice to Borrowers, the Agents, the Issuing Banks and the Swingline Lender.

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may (subject to the provisions of this Section 10.01) be delivered or furnished by electronic communication (including e‑mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant to Article II if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Collateral Agent or Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including pursuant to the provisions of this Section 10.01); provided that approval of such procedures may be limited to particular notices or communications.

Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent or the Lenders pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (the “Communications”), by transmitting them in an electronic medium in a format reasonably acceptable to

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the Administrative Agent at such e-mail address(es) provided to Borrowers from time to time by the Administrative Agent or in such other form as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form as the Administrative Agent shall require. Nothing in this Section 10.01 shall prejudice the right of the Agents, any Issuing Bank, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent or any such Issuing Bank, as the case may be, shall require.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications (other than any such Communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder) by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.

(c) Platform. Each Loan Party further agrees that any Agent may make the Communications available to the Lenders by posting the Communications on SyndTrak or a substantially similar secure electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, 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, without limitation, 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 any Agent in connection with the Communications or the Platform. In no event shall any Agent or any of its Related Parties 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 such 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.

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(d) Public/Private. Each Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Siders all Communications, including any Communication that Borrowers identify in writing is to be distributed to Private Siders only (“Private Side Communications”), and (ii) to Public Siders all Communications other than any Private Side Communication. “Private Siders” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Siders” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Siders may be engaged in investment and other market-related activities with respect to Borrowers’ or their affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws) with respect to Borrowers, their affiliates and any of their respective securities.

Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws.

Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission.

Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Section 10.02 Waivers; Amendment.

(a) Generally. No failure or delay by any Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Borrowers in any case shall entitle Borrowers to any other or further notice or demand in similar or other circumstances.

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(b) Required Consents. Subject to Section 10.02(c), and (d) , neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrowers and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

(i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, mandatory prepayment covenant or Default shall constitute an increase in the Commitment of any Lender);

(ii) reduce the principal amount or premium, if any, of any Loan (except in connection with a payment contemplated by clause (viii) below) or LC Disbursement or reduce the rate of interest thereon including any provision establishing a minimum rate (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of a payment of any Obligation, without the written consent of each Lender directly and adversely affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii) and it being understood that, for the avoidance of doubt, only the consent of the Required Lenders shall be required to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or any other payment due hereunder or under any other Loan Document at the Default Rate);

(iii) (A) change the scheduled final maturity of any Loan, (B) postpone the fixed date for payment of any Reimbursement Obligation or any interest, premium or Fees payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), or (D) postpone the scheduled date of expiration of any Commitment or any Letter of Credit beyond the Revolving Maturity Date, in any case, without the written consent of each Lender directly and adversely affected thereby;

(iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly and adversely affected thereby;

(v) permit the assignment or delegation by Borrowers of any of their rights or obligations under any Loan Document, without the written consent of each Lender;

(vi) except pursuant to the Intercreditor Agreements, release Borrowers or all or substantially all of the Subsidiary Guarantors from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of any such Guarantee, without the written consent of each Lender;

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(vii) except pursuant to the Intercreditor Agreements, release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that additional Classes of Loans consented to by the Required Lenders may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents);

(viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Sections 2.02(a), 2.17(d) and 2.18(d), without the written consent of each Lender directly and adversely affected thereby;

(ix) change any provision of this Section 10.02(b) or Section 10.02(c) or (d), without the written consent of each Lender directly and adversely affected thereby (except for additional restrictions on amendments or waivers for the benefit of Lenders of additional Classes of Loans pursuant to Section 2.20 or consented to by the Required Lenders);

(x) change the percentage set forth in the definition of “Required Lenders,” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(xi) subordinate the Obligations to any other obligation, without the written consent of each Lender;

(xii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;

(xiii) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Banks;

(xiv) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of the Swingline Lender; or

(xv) change or waive any provision hereof as the same directly applies to the rights or obligations of any Issuing Bank without the written consent of such Issuing Bank;

provided, further, that (A) that no amendment or waiver that would change the definition of “Borrowing Base”, including, without limitation, the advance rates contained therein, the definition of “Eligible Accounts” or “Eligible Hydrocarbon Inventory”, the definition of

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“Reserves”, the definition of “Hedging Reserves” or any other defined terms contained in the definition of “Borrowing Base” in order to increase Borrowing Availability shall be effective unless the same shall be in writing and signed by Supermajority Lenders, the Borrowers and acknowledged by the Administrative Agent and the Collateral Agent and (B) any waiver, amendment or modification of the Intercreditor Agreements (and any related definitions) may be effected by an agreement or agreements in writing entered into by the Administrative Agent (with the consent of the Required Lenders but without the consent of any Loan Party, so long as such amendment, waiver or modification does not impose any additional duties or obligations on the Loan Parties or alter or impair any right of any Loan Party under the Loan Documents).

Notwithstanding anything to the contrary herein:

(1) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i), (ii) or (iii) in the proviso to the first sentence of this Section 10.02(b) (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of a vote of the Lenders hereunder requiring any consent of the Lenders); and

(2) any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by Borrowers and the Administrative Agent (without the consent of any Lender) solely to cure a defect or error, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property;

(c) Collateral. Without the consent of any other person, the applicable Loan Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

(d) Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.

(e) Conforming Changes. Administrative Agent, in consultation with the Borrowers, may make Conforming Changes from time to time with respect to SOFR, Term SOFR or any Successor Rate. Notwithstanding anything to the contrary in any Loan Document, any amendment implementing such changes shall be effective without further action or consent of any party to any Loan Document. Administrative Agent shall post or provide each such amendment to Lenders and Administrative Borrower reasonably promptly after it becomes effective

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Section 10.03 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. Borrowers shall pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) counsel, together with local counsel, as appropriate, for the Administrative Agent and/or the Collateral Agent) in connection with the syndication of the credit facilities provided for herein (including the obtaining and maintaining of CUSIP numbers for the Loans), the due diligence investigation, travel expenses, preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made and including any reasonable and documented out-of-pocket costs and expenses of the service provider referred to in Section 9.03, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank (including the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) counsel for the Administrative Agent and one (1) counsel for the other Lenders (absent actual conflict) and one (1) local counsel for the Secured Parties (absent actual conflict)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all documentary and similar taxes and charges in respect of the Loan Documents in accordance with the terms hereof and thereof.

(b) Indemnification by Borrowers. Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender and each Issuing Bank, and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable out-of-pocket related expenses (including the reasonable out-of-pocket fees, charges and disbursements of one counsel for the Indemnitees, and if reasonably necessary, one local counsel to the Indemnitees in each relevant jurisdiction, and solely, in the case of conflicts of interest, appropriate counsel in each applicable material jurisdiction to the affected Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether

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based on contract, tort or any other theory, whether brought by a third party or by Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by Borrowers or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrowers 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 or (z) result from any dispute solely among Indemnitees other than claims against any Joint Lead Arranger in its capacity or fulfilling its role as Administrative Agent, Collateral Agent or Joint Lead Arranger, as the case may be, and other than claims arising out of any act or omission on the part of the Borrowers, any Loan Party or their respective Affiliates. For the avoidance of doubt, this Section 10.03(b) shall not apply to Taxes other than Taxes that represent losses, claims, damages, liabilities or related expenses with respect to a non-Tax claim.

(c) Reimbursement by Lenders. To the extent that Borrowers for any reason fail to pay in cash any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing Banks, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Issuing Banks, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that (i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Issuing Banks in their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Banks in connection with such capacity and (ii) such indemnity for the Swingline Lender or the Issuing Banks shall not include losses incurred by the Swingline Lender or the Issuing Banks due to one or more Lenders defaulting in their obligations to purchase participations of Swingline Exposure under Section 2.17(d) or LC Exposure under Section 2.18(d) or to make Revolving Loans under Section 2.18(e) (it being understood that this proviso shall not affect the Swingline Lender’s or the Issuing Banks’ rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and unused Commitments at the time.

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Requirements of Law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

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(e) Payments. All amounts due under this Section shall be payable not later than 5 Business Days after written demand therefor.

Section 10.04 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Banks, the Swingline Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by Borrowers shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders.

(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) Borrowers; provided that no consent of Borrowers shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing under Sections 8.01 (a), (b), (g) or (h), any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment; and

(ii) Assignments shall be subject to the following additional conditions:

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(A) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Joint Lead Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 (with increments of $1,000,000 in excess thereof), in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed);

(B) 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 with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d).

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Borrowers, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the

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Commitments of, and principal amounts (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers, any Issuing Bank (with respect to Revolving Lenders only), the Collateral Agent, the Swingline Lender (with respect to Revolving Lenders only) and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. This Section 10.04(c) shall be construed so that the Loans and Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrowers, the Administrative Agent, the Issuing Banks or the Swingline Lender sell participations to any person (other than a natural person or Borrowers or any of their Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrowers, the Administrative Agent and the Lenders and Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (e) of this Section, Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (subject to the requirements of those Sections, including, for the avoidance of doubt, delivery of the forms required under Section 2.15(e) (it being understood that the documentation required under Section 2.15(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that 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 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, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrowers’ prior written consent (not to be unreasonably withheld or delayed).

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrowers or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

(f) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 10.05 Survival of Agreement.

All covenants, agreements, 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 the Agents, any Issuing Bank or any Lender may have had notice or knowledge of any 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 (other than Unasserted Contingent Obligations) and unpaid or any Letter of Credit is outstanding (unless back stopped or cash collateralized in a manner reasonably acceptable to the Administrative Agent and such Issuing Bank) and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.14, 2.15 and Article X (other than Sections 10.02, 10.04, 10.08, 10.12, 10.14 and 10.19) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the payment of the Reimbursement Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

Section 10.06 Counterparts; Integration; Effectiveness; Electronic Records.

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This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and the Lenders, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Any Loan Document, including any required to be in writing, may (if agreed by Administrative Agent) be in the form of an Electronic Record and may be executed using Electronic Signatures. An Electronic Signature on or associated with any Communication shall be valid and binding on each Obligor and other party thereto to the same extent as a manual, original signature, and any Communication entered into by Electronic Signature shall constitute the legal, valid and binding obligation of each party, enforceable to the same extent as if a manually executed original signature were delivered. A Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. The parties may use or accept manually signed paper Communications converted into electronic form (such as scanned into pdf), or electronically signed Communications converted into other formats, for transmission, delivery and/or retention. Administrative Agent and Lenders may, at their option, create one or more copies of a Communication in the form of an imaged Electronic Record ("Electronic Copy"), which shall be deemed created in the ordinary course of the Person's business, and may destroy the original paper document. Any Communication in the form or format of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything herein, (a) Administrative Agent is under no obligation to accept an Electronic Signature in any form unless expressly agreed by it pursuant to procedures approved by it; (b) each Secured Party shall be entitled to rely on any Electronic Signature purportedly given by or on behalf of an Obligor without further verification and regardless of the appearance or form of such Electronic Signature; and (c) upon request by Administrative Agent, any Loan Document using an Electronic Signature shall be promptly followed by a manually executed, original counterpart

Section 10.07 Severability.

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 10.08 Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency), but excluding accounts used solely for payroll, taxes, employee benefits or trust or fiduciary purposes, at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of Borrowers or any other Loan Party against any and all of the obligations of Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and

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although such obligations of Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and each Issuing Bank agrees to notify Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) Governing Law. This Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b) Submission to Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. 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 the Administrative Agent, any Issuing Bank or any Lender 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.

(c) Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

Section 10.10 Waiver of Jury Trial.

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Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

Section 10.11 Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 10.12 Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, service providers, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrowers and their obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Borrowers, (h) to any credit insurance provider relating to the Borrowers and their obligations or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than Borrowers. In addition, the Administrative Agent and Lenders may publish or disseminate general information concerning this credit facility for league table, tombstone and advertising purposes. For purposes of this Section, “Information” means all information received from Loan Parties or any of their Subsidiaries or Affiliates relating to Loan Parties or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by Loan Parties or any of their Subsidiaries or Affiliates. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

Section 10.13 USA PATRIOT Act Notice and Customer Verification.

163

Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notify Borrowers that pursuant to the “know your customer” regulations and the requirements of the USA PATRIOT Act, they are required to obtain, verify and record information that identifies each Loan Party, which information includes the name, address and tax identification number (and other identifying information in the event this information is insufficient to complete verification) that will allow such Lender or the Administrative Agent, as applicable, to verify the identity of each Loan Party. This information must be delivered to the Lenders and the Administrative Agent prior to the Effective Date and thereafter promptly upon request. This notice is given in accordance with the requirements of the USA PATRIOT Act and is effective as to the Lenders and the Administrative Agent.

Section 10.14 Interest Rate Limitation.

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 10.15 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that, with respect to any Secured Party that is an Affected Financial Institution, any unsecured liability of such Secured Party arising under a Loan Document may be subject to the write-down and conversion powers of the applicable Resolution Authority, and each party hereto agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liability arising hereunder which may be payable to it by such Secured Party that is an Affected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (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, or a bridge institution that may be issued to the party 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 any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of any Write-Down and Conversion Powers.

Section 10.16 Obligations Absolute.

To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

164

(a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f) any other circumstances which might otherwise constitute a defense (other than the defense of payment in full in cash) available to, or a discharge of, the Loan Parties.

Section 10.17 Intercreditor Agreements.

To the extent, if any, that there shall be a conflict between the terms of this Agreement or any other Loan Document, on the one hand, and any Intercreditor Agreement, on the other hand, the terms of the applicable Intercreditor Agreement shall govern.

Section 10.18 Release of Collateral.

(a) Upon the sale, lease, transfer or other disposition of any item of Collateral of any Loan Party (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Loan Party that owns such Collateral) in accordance with the terms of the Loan Documents, the Liens on such items of Collateral and guarantees by such Loan Parties are automatically released and the Administrative Agent will, at the Borrowers’ expense, execute and deliver to such Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents in accordance with the terms of the Loan Documents and, if applicable, the release of such Subsidiary Guarantor from its obligations under the Guarantees.

(b) Upon the payment in full of all Secured Obligations (other than (A) Unasserted Contingent Obligations and (B) obligations and liabilities under Hedging Agreements and Treasury Services Agreements as to which arrangements satisfactory to the applicable counterparties to each such agreement shall have been made), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the cash collateralization or back-stopping thereof on terms reasonably satisfactory to the Administrative Agent and Issuing Banks), the security interest granted under the Security Documents (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party. Upon any such termination Administrative Agent will, at Borrowers’ expense, execute and deliver to the Loan Parties such documents as Borrowers shall

165

reasonably request to evidence the repayment of the Obligations and such termination provided in this Section 10.18.

Section 10.19 Permitted Amendments.

(a) The Borrowers may, by written notice to the Administrative Agent from time to time, make one or more offers to all Lenders of an applicable Class to make one or more Permitted Amendment Loans and/or Commitments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Administrative Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date by which responses from the applicable Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three (3) Business Days after the date of such notice). Only those Lenders that consent to such Permitted Amendment (the “Accepting Lenders”) will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the Applicable Margin and any fees (including prepayment premiums or fees), in each case, as provided in such Permitted Amendment; provided, however, that if the initial yield on any Loans and/or Commitments the final maturity date of which is extended pursuant to any Permitted Amendment (such Loans and/or Commitments, collectively, the “Permitted Amendment Loans and/or Commitments”), as determined by the Administrative Agent to be equal to the sum of (x) the Term SOFR Rate plus the Applicable Margin applicable to the Permitted Amendment Loans and/or Commitments and (y) if the Permitted Amendment Loans and/or Commitments are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrowers or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Permitted Amendment Loans and/or Commitments, being referred to herein as the “Permitted Amendment Discount”), such Permitted Amendment Discount, divided by the lesser of (A) the average life to maturity of such Permitted Amendment Loans and/or Commitments and (B) four, exceeds by more than 75 basis points (the amount of such excess above 75 basis points being referred to herein as the “Permitted Amendment Yield Differential”) the Term SOFR Rate plus the Applicable Margin then in effect for any Class of Loans, then the Applicable Margin then in effect for such Class of Loans, as applicable, shall automatically be increased by the Permitted Amendment Yield Differential, effective upon the making of the Permitted Amendment Loans and/or Commitments (and if the Applicable Margin on the Permitted Amendment Loans and/or Commitments is subject to an Excess Availability-based pricing grid, appropriate increases to the other Applicable Margins for such Class of Loans, as applicable, consistent with the foregoing, shall be made).

(b) The Borrowers and each Accepting Lender shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Permitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Permitted Amendment, this Agreement shall be deemed amended, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the terms and provisions of the Permitted Amendment with respect to the Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 10.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received board resolutions and officer’s certificates consistent with those delivered pursuant to Section 4.01.

166

Section 10.20 Acknowledgement Regarding Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap 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 and/or of the United States or any other state of the United States):

(a) If 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, 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 Regimes 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. If a Covered Party or 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 Regimes if the Supported QFC and 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

(b) As used in this Section 10.20, (a) “BHC Act Affiliate” means an “affiliate,” as defined in and interpreted in accordance with 12 U.S.C. §1841(k); (b) “Default Right” has the meaning assigned in and interpreted in accordance with 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable; and (c) “QFC” means a “qualified financial contract,” as defined in and interpreted in accordance with 12 U.S.C. §5390(c)(8)(D)

[Signature Pages Follow]

167

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


			PBF HOLDING COMPANY LLC, as a Borrower
			By:
			Name:
			Title:


			DELAWARE CITY REFINING COMPANY LLC, as a Borrower
			By:
			Name:
			Title:


			PAULSBORO REFINING COMPANY LLC, as a Borrower
			By:
			Name:
			Title:


			TOLEDO REFINING COMPANY LLC, as a Borrower
			By:
			Name:
			Title:


			CHALMETTE REFINING L.L.C., as a Borrower
			By:
			Name:
			Title:


			TORRANCE REFINING COMPANY LLC, as a Borrower
			By:
			Name:
			Title:

Signature Page to Credit Agreement


			PBF POWER MARKETING, LLC, as a Subsidiary Guarantor
			By:
			Name:
			Title:


			PBF INVESTMENTS LLC, as a Subsidiary Guarantor
			By:
			Name:
			Title:


			PBF FINANCE CORPORATION, as a Subsidiary Guarantor
			By:
			Name:
			Title:


			PBF SERVICES COMPANY LLC, as a Subsidiary Guarantor
			By:
			Name:
			Title:


			PBF ENERGY WESTERN REGION LLC, as a Subsidiary Guarantor
			By:
			Name:
			Title:


			TORRANCE LOGISTICS COMPANY LLC, as a Subsidiary Guarantor
			By:
			Name:
			Title:


			PBF INTERNATIONAL INC., as a Subsidiary Guarantor
			By:
			Name:
			Title:

Signature Page to Credit Agreement


			BANK OF AMERICA, N.A., as an Issuing Bank, Administrative Agent, Collateral Agent, Swingline Lender and a Lender

			By:

			Name:

			Title:

[ADD SIGNATURE PAGES FOR OTHER LENDERS]

Signature Page to Credit Agreement

ANNEX I

Applicable Margin

(On file with Company)

Annex IV

REVOLVING COMMITMENTS AND LC COMMITMENTS

(On file with the Company)

ANNEX B

Amended Senior Secured Credit Agreement Exhibits C and E

(On file with the Company)

SCHEDULE I

Annex IV

REVOLVING COMMITMENTS AND LC COMMITMENTS

(On file with the Company)

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT

THIS FIRST AMENDMENT to THE THIRD AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of May 25, 2022, is made by and among (i) J. Aron & Company LLC, a New York limited liability company (“Aron”), (ii) PBF Holding Company LLC (“PBFH”), (iii) Delaware City Refining Company LLC (“DCRC”), (iv) Paulsboro Refining Company LLC, a Delaware limited liability company (“PRC”) and (v) Chalmette Refining, L.L.C., a Delaware limited liability company (“CRC”, and collectively with PBFH, DCRC and PRC, the “Transaction Entities” and each individually, a “Transaction Entity”) (each of Aron and each of the Transaction Entities are referred to individually as a “Party” or collectively as the “Parties”).

RECITALS

WHEREAS, Aron and the Transaction Entities are parties to that certain Third Amended and Restated Inventory Intermediation Agreement, dated as of October 25, 2021 (as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement”); and

WHEREAS, Aron and the Transaction Entities wish to amend the Existing Agreement as hereinafter provided (the Existing Agreement, as amended by this Amendment and as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”).

Accordingly, the Parties hereby agree as follows:

Article I. Definitions; Interpretation

Section 1.01 Terms Defined in the Agreement.

(a)Defined Terms. All capitalized terms used in this Amendment (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

(b)Interpretation. The rules of construction set forth in Sections 1.2, 1.3, 1.4 and 1.5 of the Agreement shall apply to this Amendment as if incorporated herein in full.

Article II. Amendments to the Agreement

Section 2.01 Amendments. Subject only to the satisfaction of the conditions set forth in Article IV hereof, effective as of the Amendment Effective Date (as defined in Article IV hereof), the Existing Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the form attached as Annex A hereto.

Article III. Representations and Warranties.

Section 3.01 Each Transaction Entity hereby represents and warrants to Aron that:

(a)This Amendment has been duly authorized, executed and delivered by such Transaction Entity constitutes a legal, valid and binding obligation of such Transaction Entity, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(b)The execution, delivery and performance by such Transaction Entity of this Amendment do not and will not violate, in any material respect, the organizational and constituent documents of such Transaction Entity.

(c)All registrations with, consents or approvals of, notices to, or other actions by any governmental authority required to have been obtained or made by such Transaction Entity for the due execution, delivery and performance of this Amendment have been obtained or made and are in full force and effect, except those registrations, consents, approvals, notices or other actions the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a material adverse effect.

(d)All of the representations and warranties of such Transaction Entity set forth in the Transaction Documents are true and correct in all material respects on the date hereof after giving effect to this Amendment, with the same force and effect as if made on and as of the Amendment Effective Date (except (i) for the representations and warranties which refer to an earlier date, which shall be made as of such earlier date or (ii) to the extent of changes in factual circumstances expressly permitted under the Agreement).

(e)No Termination Event has occurred and is continuing on and as of the date hereof or will result from the amendments contemplated herein becoming effective on the Amendment Effective Date in accordance with the terms hereof.

(f)As of the date hereof, there have been no amendments, consents, modifications or waivers to any Revolving Loan Documents, other than (i) that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of February 18, 2020 and (ii) that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of May 7, 2020.

Article IV. Conditions to Effectiveness

Section 4.01 This Amendment shall become effective on and as of the first date (the “Amendment Effective Date”) on which each of the following conditions precedent have been satisfied:

(a)Aron shall have received executed counterparts of this Amendment from each of the Transaction Parties and Aron;

(b)Aron shall have received a duly executed Third Amendment to Senior Secured Revolving Credit Agreement in form and substance reasonably satisfactory to Aron, and the “Third Amendment Effective Date” (as defined therein) shall have occurred;

(c)immediately before and after giving effect to this Amendment, no Termination Event under the Transaction Documents shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereby;

(d)the representations and warranties of each Transaction Entity set forth in Article III hereof shall be true and correct; and

(e)Aron shall have received payment (or evidence satisfactory to Aron that such payment will be made substantially concurrently with the entering of this Amendment) of all reasonable and documented out-of-pocket expenses incurred by Aron (including, the reasonable and out-of-pocket fees, charges and disbursements of tax consultants to Aron but limited, in the case of legal counsel, to the reasonable and out-of-pocket fees, charges and disbursements of one outside counsel and one special regulatory counsel to Aron) in connection with the preparation, negotiation, execution and delivery of this Amendment, to the extent an invoice therefor is presented to PBFH at least one (1) Business Day prior to the Amendment Effective Date.

Article V. Miscellaneous

Section 5.01 Agreement Otherwise Not Affected; Other Transaction Documents. Except for the amendments pursuant hereto, the Agreement remains unchanged. As amended pursuant hereto, the Agreement remains in full force and effect and is hereby ratified and confirmed in all respects. The execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith by a Party shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents or waivers in the future. This Amendment constitutes a “Transaction Document” (as defined in the Agreement) for the purposes of the Agreement and all other Transaction Documents.

Section 5.02 No Reliance. Each Party hereby acknowledges and confirms that it is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other person.

Section 5.03 Effectiveness; Binding Effect. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the Transaction Entities, Aron and their respective successors and assigns as of the date on which it has been executed by each of the Parties hereto.

Section 5.04 Governing Law; Disputes; Jurisdiction. Section 22 of the Agreement (Governing Law & Disputes) shall apply to this Amendment as if incorporated herein in full.

Section 5.05 Counterparts. This Amendment may be executed by the Parties in separate counterparts and all such counterparts shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf the signature is executed) the same with the same force and effect as if such facsimile or electronic signature page were an original thereof.

Section 5.06 Entire Agreement; Amendments. The Agreement, as amended by and together with this Amendment, constitutes the entire agreement of the Parties regarding the matters contemplated herein and therein or related hereto and thereto and no representations or warranties shall be implied or provisions added hereto or thereto in the absence of a written agreement to such effect among the Parties. The Agreement, as amended by and together with this Amendment, may not be altered, amended, modified or otherwise changed in any respect except by a writing duly executed by an authorized representative of each Party and no representations or warranties shall be implied or terms added in the absence of a writing signed by each of the Parties. No promise, representation or inducement has been made by any Party that is not embodied in the Agreement, as amended by and together with this Amendment, and no Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

[Remainder of Page Intentionally Left Blank]

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


			J. ARON & COMPANY LLC
			By:			/s/ Simon Collier
			Name:			Simon Collier
			Title:			Authorized Signatory

[Signature Page to First Amendment to the Third Amended and Restated Inventory Intermediation Agreement]

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


			DELAWARE CITY REFINING COMPANY LLC
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PBF HOLDING COMPANY LLC
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			PAULSBORO REFINING COMPANY LLC
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer


			CHALMETTE REFINING, L.L.C.
			By:			/s/ Joseph Marino
			Name:			Joseph Marino
			Title:			Treasurer

[Signature Page to First Amendment to the Third Amended and Restated Inventory Intermediation Agreement]

ANNEX A

Amended Agreement

THIRD AMENDED AND RESTATED

INVENTORY INTERMEDIATION AGREEMENT

between

J. ARON & COMPANY LLC

and

PBF HOLDING COMPANY LLC,

DELAWARE CITY REFINING COMPANY LLC,

PAULSBORO REFINING COMPANY LLC, and

SOLELY TO EXTENT PARTY HERETO FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS HEREOF, CHALMETTE REFINING, L.L.C.

Dated as of October 25, 2021

Table of Contents


		Page
1.	DEFINITIONS & CONSTRUCTION	2
2.	TERM & EARLY TERMINATION	32
3.	SALE OF INITIAL INVENTORY AND REPURCHASE OF ENDING INVENTORY	40
4.	TARGET PRODUCT INVENTORY LEVELS; APPLICABLE SPREADS	47
5.	ADDITIONAL INCLUDED LOCATIONS	50
6.	PRODUCT SALES & REPORTING	53
7.	PRODUCT SPECIFICATIONS, QUALITY & BLENDING	55
8.	TITLE, RISK OF LOSS & CUSTODY	55
9.	STORAGE	57
10.	CERTAIN REPRESENTATIONS	62
11.	WARRANTIES	64
12.	PRICING & PAYMENT	64
13.	FINANCIAL INFORMATION; NOTIFICATIONS; CREDIT SUPPORT	76
14.	TAXES	81
15.	INSURANCE	82
16.	FORCE MAJEURE	84
17.	REPRESENTATIONS, WARRANTIES & COVENANTS	85
18.	TERMINATION EVENTS, DEFAULT & EARLY TERMINATION	90
19.	INDEMNIFICATION & CLAIMS	106
20.	LIMITATION ON DAMAGES	107
21.	INFORMATION & INSPECTION RIGHTS	107
22.	GOVERNING LAW & DISPUTES	109
23.	ASSIGNMENT	112
24.	NOTICES	113
25	NATURE OF THE TRANSACTION & RELATIONSHIP OF THE PARTIES	113
26.	CONFIDENTIALITY	114
27.	CHANGE IN LAW	114
28.	MISCELLANEOUS	116

Schedules


Schedule A	—	Products List
Schedule B	—	Tank List
Schedule C	—	Product Benchmarks
Schedule D	—	Measurement Procedures
Schedule E	—	Maximum and Minimum Inventories
Schedule F	—	Roll Procedures
Schedule G	—	Monthly True-Up Payments
Schedule H	—	Specified Fees
Schedule I	—	Settlement Dates
Schedule J	—	Prices
Schedule K	—	Notices
Schedule L	—	FIFO Balance Final Settlements
Schedule M	—	Specified Unwind Costs and Inventory Intermediation Roll Fees Example Calculation
Schedule N	—	Price Adjustment Determination Procedures
Schedule O	—	Tax Related Permits and Certificates
Schedule P	—	Additional Terms and Conditions Relating to CRC Products and CRC Included Locations
Schedule Q	—	Additional Terms and Conditions Relating to Supplemental Product Groups and Supplemental Included Locations
Schedule R	—	Product Specifications

Exhibits


Exhibit 1	—	Form of Step-out Bill of Sale
Exhibit 2	—	Form of CRC Step-in Bill of Sale
Exhibit 3	—	Form of CRC Step-out Bill of Sale
Exhibit 4	—	Form of DCRC Step-out Bill of Sale
Exhibit 5	—	Form of Supplemental Step-out Bill of Sale
Exhibit 6	—	Form of CRC Joinder Notice
Exhibit 7	—	Form of CRC Joinder Agreement
Exhibit 8	—	Form of CRC Release Notice
Exhibit 9	—	CRC Release Agreement
Exhibit 10	—	Form of Joinder Agreement for Specified Agreement
Exhibit 11	—	Daily and End of Month Inventory Report
Exhibit 12	—	Form of Reaffirmation Agreement

iii

THIRD AMENDED AND RESTATED

INVENTORY INTERMEDIATION AGREEMENT

This Third Amended and Restated Inventory Intermediation Agreement entered into on October 25, 2021 (this “Agreement”), and effective as provided in Section 2.9 below, is among (i) J. Aron & Company LLC, a New York limited liability company whose principal place of business is located at 200 West Street, New York, NY 10282 (“Aron”), (ii) PBF Holding Company LLC, a Delaware limited liability company (“PBFH, (iii) Delaware City Refining Company LLC, a Delaware limited liability company (“DCRC”), (iv) Paulsboro Refining Company LLC, a Delaware limited liability company (“PRC”) and (v) solely from and after the date on which it becomes party hereto pursuant to a CRC Joinder Agreement (as defined below) and prior to the CRC Release Date (if any), Chalmette Refining, L.L.C., a Delaware limited liability company (“CRC”) (each of PBFH, DCRC, PRC and, solely during any CRC Joinder Period, CRC, are referred to individually as a “Transaction Entity” or collectively as the “Transaction Entities”) (each of Aron and the Transaction Entities are referred to individually as a “Party” or collectively as the “Parties”).

WHEREAS, (a) DCRC and PBFH own and operate a petroleum refinery and all related assets and properties located in Delaware City, Delaware (“DCRC Refinery”), (b) PRC and PBFH own and operate a petroleum refinery and all related assets and properties located in Paulsboro, New Jersey (“PRC Refinery”) and (c) CRC and PBFH own and operate a petroleum refinery and all related assets and properties located in Chalmette, Louisiana (“CRC Refinery”), in each case, that processes and refines crude oil and other petroleum feedstocks to produce refined products;

WHEREAS, (a) Aron, PBFH and DCRC entered into that certain Second Amended and Restated Inventory Intermediation Agreement, dated as of August 29, 2019, pursuant to which (i) DCRC and PBFH sell to Aron, and Aron purchases from DCRC and PBFH (and thereafter, Aron sells to DCRC and PBFH, and DCRC and PBFH purchase from Aron), certain refined products specified therein and (ii) DCRC and PBFH provide to Aron, and Aron accepts from DCRC and PBFH, certain Services associated with the above-referenced purchases and sales, in each case upon the terms and conditions set forth therein (as amended by that certain Amendment to the Second Amended and Restated Inventory Intermediation Agreement, dated as of June 17, 2021, between Aron, PBFH and DCRC, as further amended by that certain Second Amendment to the Second Amended and Restated Inventory Intermediation Agreement, dated as of August, 24, 2021, between Aron, PBFH and DCRC, as further amended by that certain Third Amendment to the Second Amended and Restated Inventory Intermediation Agreement, dated as of September 23, 2021, between Aron, PBFH and DCRC and as further amended by that certain Fourth Amendment to the Second Amended and Restated Inventory Intermediation Agreement, dated as of September 27, 2021, between Aron, PBFH and DCRC and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Original DCRC Inventory Intermediation Agreement”) and (b) Aron, PBFH and PRC entered into that certain Second Amended and Restated Inventory Intermediation Agreement, dated as of August 29, 2019, pursuant to which (i) PRC and PBFH sells to Aron, and Aron purchases from PRC and PBFH (and thereafter, Aron sells to PRC and PBFH, and PRC and PBFH purchase from Aron), certain refined products specified therein and (ii) PRC and PBFH provide to Aron, and Aron accepts from PRC and PBFH, certain Services associated with the above-referenced purchases and sales, in each case upon the terms and conditions set forth therein (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Original PRC Inventory Intermediation Agreement”, and together with the Original DCRC Inventory Intermediation Agreement, collectively, the “Original Inventory Intermediation Agreements”);

WHEREAS, the Parties wish to make amendments to the Original Inventory Intermediation Agreements by amending and restating each of the Original Inventory Intermediation Agreements in their entirety as hereinafter set forth herein;

NOW, THEREFORE, in consideration of the premises and the conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Aron and the Transaction Entities hereby agree that each of the Original Inventory Intermediation Agreements is hereby amended and restated in its entirety and that this Agreement shall supersede the terms and conditions of each of the Original Inventory Intermediation Agreements in their entirety as of the date hereof as follows:

1.DEFINITIONS & CONSTRUCTION

1.1Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below.

“AAA” has the meaning given in Section 22.4.

“AAA Rules” has the meaning given in Section 22.4.

“Acceptable Credit Support” means (i) cash collateral in U.S. Dollars, (ii) a letter of credit issued by an Acceptable Letter of Credit Issuer or (iii) any other cash collateral or credit support reasonably acceptable to Aron.

“Acceptable Letter of Credit Issuer” means a major U.S. commercial bank or a U.S. branch of a foreign bank which, at all times: (i) (a) satisfies all regulatory capital requirements applicable to it (including any individual regulatory capital requirements); (b) is “well capitalized” within the meaning of Section 38 of the Federal Deposit Insurance Act, as amended, or any successor statute, and any applicable regulations thereunder; and (c) has a senior unsecured credit rating of at least “A-” (or its then-current equivalent) by Standard & Poor’s Ratings Service (or any successor rating agency thereto) and at least “A3” (or its then-current equivalent) by Moody’s Investors Service, Inc. (or any successor rating agency thereto); or (ii) is otherwise reasonably acceptable to the Parties.

“Accepted Industry Practices” means those practices, methods, specifications and standards of safety and performance, as the same may be changed from time to time, as are commonly used in the operation and maintenance of refineries similar to the Refineries. “Accepted Industry Practice” contemplates the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected under similar circumstances in the refining industry in the same type of undertaking under the same or similar circumstances. “Accepted Industry Practice” does not necessarily mean one particular practice, method, specification or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, specifications and standards.

“Actual DCRC Step-out Product Amount” has the meaning specified in Section 12.9.1.4.

“Actual Initial Inventory” has the meaning specified in Section 3.4.

“Actual Initial Inventory Purchase Value” has the meaning specified in Section 3.5.

“Actual Maximum Step-in Value” means the sum of, for each Product Group, the product of (i) the Actual Step-in Product Benchmark and (ii) the Maximum Inventory for such Product Group.

“Actual PRC Step-out Product Amount” has the meaning specified in Section 12.9.2.4.

“Actual Setup Fee” has the meaning specified in Section 3.7.1.

“Actual Step-in Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Actual Step-out Inventory” has the meaning specified in Section 3.8.3.

“Actual Step-out Inventory Purchase Value” has the meaning specified in Section 3.8.2.

“Actual Step-out Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Additional Termination Event” means any of the events or circumstances specified as such in Section 18.2.

“Adjustment Date” means 12:00:01 a.m. EPT on December 1, 2021.

“Adversely Affected Party” has the meaning specified in Section 27.1.

“Adversely Tax Affected Party” has the meaning specified in Section 27.2.

“Affected Party” has the meaning specified in Section 18.2.

“Affiliate” means, in relation to any Party, any person controlled, directly or indirectly, by such Party, any person that controls, directly or indirectly, such Party, or any person, directly or indirectly, under common control with such Party. For purposes of this definition, “control” of any person or Party means ownership of a majority of the issued shares or voting power or control in fact of the person or Party.

“Aggregate Monthly Product True-Up Amount” has the meaning set forth on Schedule G.

“Agreement” or “this Agreement” means this Third Amended and Restated Inventory Intermediation Agreement and all Exhibits and Schedules hereto, which are incorporated herein, as may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“Ancillary Costs” means all actual costs and expenses incurred as a result of the purchase, sale, storage, receipt, delivery, handling, loading, discharge, movement and blending of Products at any Refinery, the Tanks or any other Included Location pursuant to the terms and conditions of this Agreement, and all Taxes and charges imposed by any Governmental Authority on such costs and expenses. Notwithstanding the foregoing or any other terms or conditions in this Agreement or any other Transaction Document to the contrary, “Ancillary Costs” shall not include (i) Aron’s hedging costs, including those arising out of or related to the Aron Hedges, in connection with this Agreement or the transactions contemplated hereby (but such exclusion shall not affect the manner in which Specified Unwind Costs are otherwise addressed under the express terms and conditions of Section 3.8 or Section 18), (ii) any costs and expenses of any Independent Inspector or auditor used by Aron, (iii) any Party’s insurance expenses and (iv) any Excluded Taxes.

“API” means the American Petroleum Institute.

“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, directive, judgment, policy, decree or any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including under any Environmental Law, in each case as may be applicable to any Party or any Party’s performance under this Agreement.

“Applicable Margin” has the meaning specified in the Fee Letter.

“Aron” has the meaning specified in the recitals hereto.

“Aron Hedges” means any transactions entered into by Aron with any person other than the Transaction Entities or any of their Affiliates from time to time, including to hedge Aron’s exposure resulting from this Agreement or the Transaction Documents and Aron’s rights and obligations hereunder or thereunder.

“Aron Inventory” means the Products that Aron (i) purchases from the Transaction Entities under this Agreement or (ii) has purchased from the Transaction Entities under either Original Inventory Intermediation Agreement, and in each case, that Aron owns at the time in question.

“ASTM” means the American Society for Testing and Materials.

“Backup Certificate” has the meaning specified in Section 6.6.

“Bankrupt” means, with respect to any person, that such person: (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; (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 instituted against it 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 and such proceeding is not stayed or dismissed within 90 days; (vi) passes a resolution for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger; (vii) 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; (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) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the events specified in clauses (i) to (viii) (inclusive); or (x) takes any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the foregoing events. The term “acquiescence,” as used in clause (x) of this definition, means, as applicable, the failure to file a petition or motion to vacate or discharge a judicial order, judgment or decree applicable to any of the foregoing events within 90 days after entry of the same, or, as to other matters, that the applicable person’s board of directors (or similar governing body) authorizes the taking of the actions giving rise to such events.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et. seq.

“Barrel” means forty-two (42) net U.S. gallons, measured at 60° F.

“Blendstock Product Groups” means, collectively, the following Product Groups: (i) East Coast Higher Value Gasoline Blendstocks, (ii) East Coast Lower Value Gasoline Blendstocks, (iii) East Coast Higher Value Distillate Blendstocks, (iv) East Coast Lower Value Distillate Blendstocks, (v) Gulf Coast Higher Value Gasoline Blendstocks, (vi) Gulf Coast Lower Value Gasoline Blendstocks, (vii) Gulf Coast Higher Value Distillate Blendstocks and (viii) Gulf Coast Lower Value Distillate Blendstocks.

“Brent Benchmark Amount” means, as of any date of determination, the quoted per Barrel amount, measured by calculating the arithmetic average of the closing settlement quotation(s) of the first nearby Intercontinental Exchange ICE Brent Crude futures contract published in USD per Barrel for each Business Day from the tenth (10th) Business Day through the fifteenth (15th) Business Day, inclusive, of each calendar month with such result being rounded to two (2) decimal points and expressed in USD per Barrel; provided that, the initial Brent Benchmark Amount shall be determined by Aron pursuant to Section 12.7 for the Scheduled Price Adjustment Month of November 2021.

“Brent Based Applicable Percentage” means, as of the date of determination, either (a) if the Brent Benchmark Amount as of the applicable Scheduled Price Adjustment Month is greater than $45 per Barrel, 10%, or (b) if the Brent Benchmark Amount as of the applicable Scheduled Price Adjustment Month is less than or equal to $45 per Barrel, 5%.

“Business Day” means a day on which banks are open for general commercial business in New York, New York; provided, however, that, solely for purposes of any pricing calculations or other purposes requiring quotes published by the NYMEX or the Intercontinental Exchange, “Business Day” means any day on which the NYMEX or the Intercontinental Exchange, as applicable, is open for trading.

“Change in Law” means the occurrence, after the Third Restatement Effective Date, of any of the following: (i) the adoption or taking into effect of any Applicable Law, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder issued in connection therewith or in implementation thereof and (b) all requests, rules, guidelines and directives promulgated pursuant to Basel III 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 not be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change in Law Notice” has the meaning specified in Section 27.1.

“Change in Tax Law Notice” has the meaning specified in Section 27.2.

“Change of Control” shall be deemed to have occurred upon:

(a) PBFH at any time ceases to own, directly or indirectly, 100% of the Equity Interests in (i) PRC, (ii) TRC, (iii) DCRC or (iv) solely during any CRC Joinder Period, CRC, other than a sale of TRC expressly permitted pursuant to Section 6.06(a) of the Revolving Credit Agreement (as in effect as of the Third Restatement Effective Date); provided, however, that a Change of Control will not occur in the event of a disposition of 100% of the Equity Interests in any of PRC, TRC, DCRC or (during any CRC Joinder Period) CRC that is permitted under the Revolving Credit Agreement, and no later than contemporaneously with the consummation of such disposition, the obligations of the applicable Transaction Entity under Section 3.8 shall have been complied with (including, without limitation, the payment in full by the applicable Transaction Entity to Aron of the applicable Step-out Amount with respect to all Aron Inventory located in situ in the applicable Included Locations on the applicable Step-out Date); provided that, in the case of such disposition, (v) the Transaction Entity whose Equity Interests are so disposed of shall cease to be a “Transaction Entity” under this Agreement at the time provided for in the second proviso in Section 3.8.1, (w) before and after giving effect to such disposition, this Agreement and the other Transaction Documents shall remain in full force and effect as to the other parties thereto, (x) in the case of PRC, DCRC or CRC (solely during any CRC Joinder Period) as applicable, the Parties shall have agreed to amendments to Schedule A and Schedule B to reflect the removal of the applicable Products and applicable Included Locations in connection with the purchase by such Transaction Entity and sale by Aron of such Products

(it being agreed and acknowledged by the Parties that none of the Minimum Inventories, Maximum Inventories or any other economic-related provisions set forth in this Agreement or any Schedule thereto shall be amended or modified in connection with such disposition), (y) the Transaction Entities shall have provided at least thirty (30) days’ prior written notice to Aron of such disposition and the expected date of the applicable Step-out Date for such disposition and (z) in the case of PRC, DCRC or CRC (solely during any CRC Joinder Period), as applicable, in no event shall the applicable Step-out Date relating to such disposition occur on a date other than the last Business Day of any month;

(b) the occurrence of both (A) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than one or more of the Permitted Holders, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of PBFH or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of PBFH and (B) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of PBFH (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of PBFH, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of PBFH; or

(c) the consummation of a change of control under any Material Indebtedness; provided, however, that a transaction in which PBFH becomes a Subsidiary of another person (other than a person that is an individual) shall not constitute a Change in Control if (i) the members of PBFH immediately prior to such transaction become the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of PBFH or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of PBFH.

“Commencement Date” means 12:00:01 a.m. EPT on July 2, 2013.

“Confidential Information” has the meaning specified in Section 26.1.

“Confidentiality Agreement” has the meaning specified in Section 26.1.

“Consequential Steps” has the meaning specified in Section 27.1.

“Consequential Tax Steps” has the meaning specified in Section 27.2.

“Controlled Investment Affiliate” shall mean, as to any person, any other person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such person and is organized by such person (or any person Controlling such person) primarily for making equity or debt investments in PBFH or other portfolio companies.

“Corresponding Futures” means, for any Extended Roll Period designated by the applicable Transaction Entity or otherwise established relating to an Extended Roll Differential pursuant to the provisions of Schedule F prior to the Step-out Date that ends after the Step-out Date (in the case of an early termination of this Agreement under Section 3.8.4(v)) or the Early Termination Date (in the case of a termination of this Agreement addressed under Section 18), “M2” (as defined in Schedule F) relating to the Extended Roll Differential (as established and agreed to by the Parties pursuant to the procedures set forth on Schedule F and as defined therein) for such Extended Roll Period; provided that if more than one such Extended Roll Period relating to an Extended Roll Differential for a particular Product Group ends on the same date, then for purposes of this definition and the calculation of Specified Unwind Costs, such Extended Roll Periods (and the Product Group volumes related thereto) shall be aggregated into a single Extended Roll Period (and aggregate Product Group volume) to which the same Corresponding Futures relate.

“CRC Included Locations” means (a) any of the Tanks listed on Schedule B for which the applicable “Facility” is the “CRC Refinery”, which are located at or around 500 West Saint Bernard Hwy, Chalmette, Louisiana 70043 and (b) any other storage location at the CRC Refinery that the Parties hereafter mutually agree shall be an Included Location pursuant to Section 5 (in each case, as updated by the Parties from time to time).

“CRC Joinder Agreement” means an agreement in the form attached hereto as Exhibit 7.

“CRC Joinder Effective Date” has the meaning specified in Section 2.10.

“CRC Joinder Notice” has the meaning specified in Section 2.10.1.

“CRC Joinder Period” has the meaning specified in Section 2.10.

“CRC Products” means, as of any date of determination, any Products held in CRC Included Locations.

“CRC Refinery” has the meaning specified in the recitals hereto.

“CRC Release Agreement” means an agreement in the form attached hereto as Exhibit 9.

“CRC Release Date” has the meaning specified in Section 2.11.

“CRC Release Notice” has the meaning specified in Section 2.11.1.

“CRC Step-In Bill of Sale” means an agreement substantially in the form attached hereto as Exhibit 2 in form and substance acceptable to Aron.

“CRC Step-out Bill of Sale” means an agreement substantially in the form attached hereto as Exhibit 3 in form and substance acceptable to Aron.

“Credit Agreement” means, with respect to any person that is a Transaction Entity, (i) any present or future material extension of credit for borrowed money, credit facility, guaranty, loan or indenture to or for such Transaction Entity, (ii) any material obligation of such Transaction Entity (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money, or any guaranty of such Transaction Entity’s obligations with any bank, financial or lending institution, bond or note issuer, indenture trustee, guarantor, underwriter or any other similar person, in each case, in respect of indebtedness for borrowed money in an outstanding amount in excess of $60,000,000 and (iii) the Revolving Credit Agreement and any Revolving Loan Permitted Refinancing Facility.

“Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of Aron under or with respect to this Agreement, the Step-in Bill of Sale, the Step-out Bill of Sale, the Supplemental Step-in Bill of Sale, any Supplemental Step-out Bill of Sale, any CRC Step-in Bill of Sale, any CRC Step-out Bill of Sale and the DCRC Step-out Bill of Sale, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

“Crude Oil” means crude oil of any type or grade.

“Daily Net Volume” has the meaning specified in Section 12.1.1.

“Daily Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Daily Product Value” has the meaning specified in Section 12.1.2.

“Daily Report of Inventory Volumes” has the meaning specified in Section 6.3.

“DCRC Included Locations” means (a) any of the Tanks listed on Schedule B for which the applicable “Facility” is the “Delaware City Refinery” and (b) any other storage location at the DCRC Refinery that the Parties hereafter mutually agree shall be an Included Location pursuant to Section 5 (in each case, as updated by the Parties from time to time).

“DCRC Products” means, as of any date of determination, any Products held in DCRC Included Locations.

“DCRC Refinery” has the meaning specified in the recitals hereto.

“DCRC” has the meaning specified in the recitals hereto.

“DCRC Expiration Date” has the meaning specified in Section 3.10.

“DCRC Step-out Bill of Sale” means an agreement substantially in the form attached hereto as Exhibit 4 in form and substance acceptable to Aron.

“Default Interest Rate” means a per annum rate equal to the lesser of (i) LIBOR plus the sum of 2.00% per annum and the Applicable Margin and (ii) the maximum rate of interest per annum permitted by Applicable Law.

“Defaulting Party” has the meaning specified in Section 18.3.

“Delaware Tax Change in Law” has the meaning specified in Section 27.2.

“Designated Affiliate” means, (i) in the case of Aron: Goldman, Sachs & Co LLC and (ii) in the case of the Transaction Entities: PBFH and PBF.

“Early PRC Termination Fee” has the meaning specified in Schedule H.

“Early Termination Date” has the meaning specified in Section 18.3.3.

“East Coast Product Groups” means, collectively, (i) East Coast DCR Crude, (ii) East Coast PRC Crude, (iii) East Coast Finished Gasoline, (iv) East Coast Finished Diesel, (v) East Coast Finished Jet Fuel, (vi) East Coast Higher Value Gasoline Blendstocks, (vii) East Coast Lower Value Gasoline Blendstocks, (viii) East Coast Higher Value Distillate Blendstocks and (ix) East Coast Lower Value Distillate Blendstocks.

“Effective Date” means June 26, 2013.

“Environmental Law” means any law or 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 solid waste, industrial waste or hazardous substances or materials.

“EPA” means the United States Environmental Protection Agency.

“EPT” means Eastern Prevailing Time.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and 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 property of, such partnership, whether outstanding on the date hereof or issued hereafter, but excluding debt securities convertible or exchangeable into such equity.

“Equity Investors” shall mean Sponsor, its Controlled Investment Affiliates (other than PBFH and its Subsidiaries) and one or more other investors (which other investors are reasonably satisfactory to Aron).

“Estimated DCRC Expiration Step-out Amount” has the meaning specified in Section 12.10.1.

“Estimated DCRC Step-out Product Amount” has the meaning specified in Section 12.9.1.1.

“Estimated East Coast Product Group Step-in Amount” has the meaning specified in Section 12.9.3.

“Estimated Initial Inventory” has the meaning specified in Section 3.1.

“Estimated Initial Inventory Purchase Value” has the meaning specified in Section 3.2.

“Estimated PRC Step-out Product Amount” has the meaning specified in Section 12.9.2.1.

“Estimated Step-in Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Estimated Step-out Amount” has the meaning specified in Section 3.8.5.

“Estimated Step-out Inventory” has the meaning specified in Section 3.8.2.

“Estimated Step-out Inventory Purchase Value” has the meaning specified in Section 3.8.2.

“Estimated Step-out Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Event of Default” means any of the events or circumstances specified as such in Section 18.1.

“Excess Inventory Level” means a Target Product Inventory designated by the applicable Transaction Entity for any Product Group as of the last day of any whole or partial month that exceeds the Maximum Inventory as set forth on Schedule E for such Product Group.

Excess Quantities” means any quantities of the relevant Product Group that exceed the Maximum Inventory (as may be adjusted pursuant to Section 6.4) for such Product Group.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means (i) any tax imposed on or measured by net profits or gross or net income (excluding, for the avoidance of doubt, any transaction taxes such as sales, use or similar taxes that are based upon gross revenues received only from the sale of Products pursuant to the terms and conditions of this Agreement, except for any Excluded Taxes of the type set forth in clause (ii)), (ii) any gross receipts tax pursuant to Title 30 of the Delaware Code as in effect from time to time, or any similar taxes such as any taxes imposed on or measured by gross earnings, gross receipts or similar taxes that are based upon gross receipts, gross earnings or gross revenues as set forth in Section 14.2; (iii) any tax measured by capital value or net worth, whether denominated as franchise taxes, doing business taxes, capital stock taxes or the like; (iv) business license or franchise taxes or registration fees; (v) any tax incurred by a Party for activities not required to be undertaken pursuant to the express terms and conditions of this Agreement; or (vi) in the case of Aron, any taxes imposed with respect to any transactions that are not Specified Transactions.

“Expiration Date” has the meaning specified in Section 2.1.

“Extended Roll Differential” has the meaning specified in Schedule F.

“Extended Roll Period” has the meaning specified in Schedule F.

“Extended Roll Volume” has the meaning specified in Schedule F.

“Facility” has the meaning specified in Section 9.7.1.

“Fee Letter” means that certain amended and restated letter agreement between Aron and PBFH, dated as of October 25, 2021, pursuant to which the Parties have set forth the amounts relating to certain fees payable hereunder.

“Final Inventory Quantity Report” has the meaning specified in Schedule D.

“Final Step-out Date” has the meaning specified in Section 3.8.1.

“First Amendment Effective Date” means the “Amendment Effective Date” as defined in the First Amendment to the Third Amended and Restated Inventory Intermediation Agreement, dated as of May 25, 2022, by and among the parties hereto.

“Flow Date” has the meaning specified on Schedule I.

“Force Majeure Event” 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; 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 or explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (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 avoided or overcome.

“Forward Contract” has the meaning specified in Section 18.5.4.

“Forward Contract Settlement Amount” has the meaning specified in Section 18.5.3.

“Forward Contract Transaction” has the meaning specified in Section 18.5.3.

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis.

“Governmental Authority” means any federal, state or local governmental body, agency, instrumentality, authority or person established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body or any person purporting to act therefor, port authority or any stock or commodity exchange or similar self-regulatory body or supervisory authority having appropriate jurisdiction.

“Guarantor” means, (i) as to each Transaction Entity, TRC, and (ii) as to Aron, The Goldman Sachs Group, Inc.

“Guaranty” means (i) as to any Transaction Entity, that certain Amended and Restated Guaranty Agreement, dated as of the Third Restatement Effective Date, made by TRC in favor of Aron, and (ii) as to Aron, that certain Amended and Restated Guaranty, dated as of the Third Restatement Effective Date, made by The Goldman Sachs Group, Inc., in favor of the Transaction Entities.

“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.

“Historical Average Daily Product Inventory” means, for each Product Group, the average aggregate volume of Barrels of such Product Group held in all applicable Included Locations per day during the most recent ninety (90) days (or, if such date of calculation is less than ninety (90) days after the Third Restatement Effective Date, the period from the Third Restatement Effective Date to such date of calculation).

“ICE” means the U.S. and European futures exchanges operated by ICE Futures U.S., Inc. and ICE Futures Europe.

“Included Locations” means (i) the Tanks and (ii) any other storage location that the Parties hereafter mutually agree shall be an Included Location pursuant to Section 5 (as updated by the Parties from time to time).

“Indemnified Party” has the meaning specified in Section 19.3.

“Indemnifying Party” has the meaning specified in Section 19.3.

“Indentures” means, collectively, each of the (i) Indenture, dated as of May 13, 2020, among PBFH, PBF Finance Corporation, the Guarantors (as defined therein), Wilmington Trust, National Association, as trustee and collateral agent, under which 9.25% Senior Secured Notes due 2025 were issued, and the First Supplemental Indenture, dated as of December 21, 2020, among PBFH, PBF Finance Corporation, the Guarantors (as defined therein), Wilmington Trust, National Association, as trustee and collateral agent, under which 9.25% Senior Secured Notes due 2025 were issued (in each case, including any supplemental indenture entered into in connection therewith), (ii) Indenture, dated as of May 30, 2017, among PBFH, PBF Finance Corporation, the Guarantors (as defined therein), Wilmington Trust, National Association, as trustee and Deutsche Bank Trust

Company Americas, as paying agent, registrar, transfer agent and authenticating agent, under which 7.25% Senior Unsecured Notes due 2025 were issued (including any supplemental indenture entered into in connection therewith) and (iii) Indenture, dated as of January 24, 2020, among PBFH, PBF Finance Corporation, the Guarantors (as defined therein), Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as paying agent, registrar, transfer agent and authenticating agent, under which 6.00% Senior Unsecured Notes due 2028 were issued (including any supplemental indenture entered into in connection therewith).

“Independent Inspector” means a U.S. Customs & Border Protection bonded, ISO-accredited, independent person acceptable to the Parties that performs sampling, quality analysis and quantity determinations of the Products purchased by a Party under this Agreement; provided that any Independent Inspector that is acceptable to any Transaction Entity shall be deemed to be acceptable to each other Transaction Entity.

“Index Amount(s)” means, for any applicable day, week, month (or other relevant period) and with respect to a particular Product Group, the purchase value index, formula or benchmark set forth on and determined in accordance with Schedule C for such day, week, month (or other relevant period).

“Initial CRC Inventory” means the total volumes of Products located in situ in the CRC Included Locations to be sold by CRC to Aron pursuant to this Agreement as of the applicable CRC Joinder Effective Date as determined according to the methodology set forth in Schedule P.

“Initial Inventory” means, for each Product Group, the total volumes of Products in such Product Group located in situ in the Included Locations to be sold by DCRC and PBFH to Aron pursuant to this Agreement as of the Commencement Date (but not including any then-existing Excess Quantities).

“Initial Purchase True-Up Date” has the meaning specified in Section 3.6.

“Initial Term” has the meaning specified in Section 2.1.

“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of October 25, 2021, by and among Aron, Bank of America, N.A. as Revolving Agent, PBFH, DCRC, PRC, CRC, Torrance Refining Company LLC, Martinez Refining Company LLC, TRC and the other parties thereto (as amended, supplemented, amended and restated or otherwise modified from time to time).

“Interim Net Payment Amount” has the meaning specified in Section 12.1.3.

“Inventory Advance Rate” has the meaning specified on Schedule C-2.

“Inventory Intermediation Roll Fee” has the meaning specified on Schedule G.

“Inventory Volumes” has the meaning specified in Section 6.3.

“J. Aron Margin” has the meaning assigned to such term in the Intercreditor Agreement.

“Liabilities” means any and all claims, demands, suits, losses, expenses, damages, charges, fines, penalties, assessments, interest and costs of any kind (including reasonable out-of-pocket, documented attorneys’ fees, court costs and other disbursements), causes of action and liabilities of every type and character, including personal injury or death to any person or loss or damage to any personal or real property, and any liabilities directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any liabilities with respect to Environmental Laws.

“LIBOR” means, as of the date of any determination, the London Interbank Offered Rate for three-month U.S. dollar deposits appearing on Page 3750 of the Telerate screen (or any successor page) at approximately 11:00 a.m. (London time). If such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen or its successor), LIBOR shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as the Parties, acting reasonably, select. LIBOR shall be established on the last LIBOR Day of a calendar quarter and shall be in effect for the following three months in the next calendar quarter. Notwithstanding the foregoing, if LIBOR, determined as provided above, would otherwise be less than 0% per annum, then LIBOR shall be deemed to be 0% per annum.

“LIBOR Day” means any day that is both a Business Day, and a day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank market.

“Lien” means any lien, pledge, mortgage, claim, charge, encumbrance or other security interest of any nature whatsoever that, in each case, secures any obligation of any person or any other agreement or arrangement having a substantially similar effect.

“Make-Whole Amount” has the meaning specified in Section 18.15.

“Margin Amount” means, as of any date of determination, the sum of, for all Product Groups, the amount resulting from the following multiplication in respect of each Product Group: the product of (i) the amount of all Inventory Volumes for such Product Group held in Included Locations that is used in connection with the statement delivered by Aron on such date pursuant to Section 12.1.3, multiplied by (ii) the Daily Product Benchmark for such Product Group that is used in connection with the statement delivered by Aron on such date pursuant to Section 12.1.3; provided that, for the avoidance of doubt, solely for this calculation, the Daily Product Benchmark shall not be inclusive of the applicable Inventory Advance Rate), multiplied by (iii) Brent Based Applicable Percentage.

“Material Adverse Change” means, (i) as to any Transaction Entity at the time of determination or its Guarantor, that Aron shall have reasonable grounds for insecurity with respect to such Transaction Entity’s ability to perform all of its current and future obligations (whether actual or contingent) under this Agreement or the other Transaction Documents or its Guarantor’s ability to perform all of its current and future obligations (whether actual or contingent) under its Guaranty and (ii) as to Aron or its Guarantor, that any Transaction Entity shall have reasonable grounds for insecurity with respect to Aron’s ability to perform all of its current and future obligations (whether actual or contingent) under this Agreement or the other Transaction Documents or its Guarantor’s ability to perform all of its current and future obligations (whether actual or contingent) under its Guaranty; provided, however, that none of the following shall constitute a “Material Adverse Change”: any condition, circumstance, event, change or effect or combination thereof (1) arising from or relating to changes of laws that are not specific to the business of any Transaction Entity or its Guarantor or Aron or its Guarantor, as applicable or markets in which any Transaction Entity or its Guarantor or Aron or its Guarantor, as applicable, operates; (2) arising from or relating to the transactions contemplated by this Agreement or the taking of any action in accordance with this Agreement; (3) arising from or relating to changes in economic, political or regulatory conditions generally affecting the U.S. economy as a whole, except to the extent such change has a disproportionate effect on the Transaction Entities or their Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants; (4) arising from or relating to changes in financial, banking or securities markets generally affecting the U.S. economy as a whole (including any disruption of any of the foregoing markets, any change in currency exchange rates, any decline in the price of any security or any market index and any increased cost of capital or pricing related to any financing), except to the extent such change has a disproportionate effect on the Transaction Entities or their Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants; and (5) arising from or relating to, or effects of, any seasonal fluctuations in the business of any Transaction Entity or its Guarantor, or Aron or its Guarantor, as applicable, except to the extent such change has a disproportionate effect on the Transaction Entities or their Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants.

“Material Indebtedness” shall have the meaning specified in the Revolving Credit Agreement (as in effect as of the Third Restatement Effective Date).

“Maximum Inventory” means, for each Product Group, the aggregate number of barrels indicated on Schedule E (except as otherwise provided in Section 6.4).

“Minimum Inventory” means, for each Product Group, the aggregate number of barrels indicated on Schedule E.

“Minimum Surplus Availability Required Amount” means, as of any date of determination,

an amount equal to the product of: (i) the Borrowing Base (as defined in the Revolving Credit Agreement, as in effect on the First Amendment Effective Date) then in effect as of such date, multiplied by (ii) 15.00%.

“Monthly Ending Product Inventory” means the aggregate volume of each Product Group, subject to any Maximum Inventory as applicable hereunder, owned by Aron and held in the Included Locations at 11:59:59 p.m. EPT on the last day of each whole or partial month during the Term, as determined by the applicable Transaction Entity as of such time pursuant to Section 6.3 with regard to the Products in the Included Locations, such aggregate volume being the volume of the Aron Inventory as of such time.

Monthly Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

Monthly True-Up Payment” has the meaning specified in Section 12.5.

Monthly True-Up Statement” means a statement showing the net Monthly True‑Up Payment for the associated month, together with appropriate supporting documentation.

“MSCG” means Morgan Stanley Capital Group Inc. (or one of its Affiliates or its other designee).

“Non-Performing Party” means either the Affected Party or the Defaulting Party.

“NYMEX” means the New York Mercantile Exchange.

“Outside Activities” has the meaning specified in Section 17.4.

“Party” and “Parties” have the meanings specified in the recitals hereto.

“Payment Direction Letter” means that certain letter agreement dated as of the Effective Date regarding “Payment Direction Instruction Regarding Inventory Sale Agreement” by and among PBFH, MSCG and Aron.

“PBF” means PBF Energy Inc.

“PBFH” has the meaning specified in the recitals hereto.

“Performing Party” has the meaning specified in Section 18.2.

“Permitted Holders” shall mean each of (i) the Equity Investors and (ii) current and former members of management of PBFH (or its direct or indirect parent companies) who hold Equity Interests of PBFH (or any of its direct or indirect parent companies) and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Equity Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of PBFH or any of its direct or indirect parent companies. For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“PRC” has the meaning specified in the recitals hereto.

“PRC Included Locations” means (a) any of the Tanks listed on Schedule B for which the applicable “Facility” is the “Paulsboro Refinery” and (b) any other storage location at the PRC Refinery that the Parties hereafter mutually agree shall be an Included Location pursuant to Section 5 (in each case, as updated by the Parties from time to time).

“PRC Products” means, as of any date of determination, any Products held in PRC Included Locations.

“PRC Refinery” has the meaning specified in the recitals hereto.

“Pre-Adjustment Date Period” has the meaning specified in Section 12.1.1.

“Post-Adjustment Date Period” has the meaning specified in Section 12.1.2.

“Price” means, for each Index Amount relating to a Product Group, the amount added to or subtracted from such Index Amount to determine the per Barrel purchase value of such Product Group. The Prices applicable during the Term, as shall be set forth on Schedule J, may be adjusted from time to time pursuant to Section 4.3.

“Price Adjustment Amount” has the meaning specified on Schedule N.

“Product Benchmarks” means, (a) as of any date of determination prior to the Adjustment Date, for each Product Group, the per Barrel purchase value for such Product Group that is equal to the sum of (i) the applicable Index Amount (in each case based on the reference pricing source listed on and determined in accordance with Schedule C) plus or minus (ii) the Price (if any) set forth with respect to each applicable Index Amount on Schedule J, which consist of: the purchase value to be used for purposes of Sections 3.2 and 12.9.3.1 (the “Estimated Step‑in Product Benchmark”), the purchase value to be used for purposes of Sections 3.5 and 12.9.3.3 and the definition of “Actual Maximum Step-in Value” (the “Actual Step-in Product Benchmark”), the purchase value to be used for purposes of Section 12.1.1 (the “Weekly Product Benchmark”), the purchase value to be used for purposes of Sections 12.1.2 and 12.10.1.1 (the “Daily Product Benchmark”), the purchase value to be used for purposes of Schedule G (the “Monthly Product

Benchmark”), the purchase value to be used for purposes of Sections 3.8.2(i), 12.9.1.1 and 12.9.2.1 (the “Estimated Step-out Product Benchmark”), and the purchase value to be used for purposes of Sections 3.8.2(iii), 12.9.1.4 and 12.9.2.4 (the “Actual Step-out Product Benchmark”) and (b) as of any date of determination on or after the Adjustment Date, for each Product Group, the per Barrel purchase value for such Product Group that is equal to the product of (i) the applicable Inventory Advance Rate, multiplied by (ii) the amount equal to the sum of (x) the applicable Index Amount (in each case based on the reference pricing source listed on and determined in accordance with Schedule C) plus or minus (y) the Price (if any) set forth with respect to each applicable Index Amount on Schedule J, which consist of: the purchase value to be used for purposes of Sections 3.2 and 12.9.3.1 (the “Estimated Step‑in Product Benchmark”), the purchase value to be used for purposes of Sections 3.5 and 12.9.3.3 and the definition of “Actual Maximum Step-in Value” (the “Actual Step-in Product Benchmark”), the purchase value to be used for purposes of Section 12.1.1 (the “Weekly Product Benchmark”), the purchase value to be used for purposes of Sections 12.1.2 and 12.10.1.1 (the “Daily Product Benchmark”), the purchase value to be used for purposes of Schedule G (the “Monthly Product Benchmark”), the purchase value to be used for purposes of Sections 3.8.2(i), 12.9.1.1 and 12.9.2.1 (the “Estimated Step-out Product Benchmark”), and the purchase value to be used for purposes of Sections 3.8.2(iii), 12.9.1.4 and 12.9.2.4 (the “Actual Step-out Product Benchmark”).

“Product Group” means each of the “Product Groups” specified with respect to each applicable Product on Schedule A.

“Production Day” has the meaning specified on Schedule C.

“Production Week” has the meaning specified on Schedule C.

“Products” means Crude Oil, the refined products and Supplemental Products, in each case, specified on Schedule A.

“Reaffirmation Agreement” means an agreement in the form attached hereto as Exhibit 12.

“Refinance” means, in respect of any indebtedness or commitments to lend any indebtedness to any Transaction Entity (including any obligations in respect of the Revolving Credit Agreement), (i) such indebtedness or commitments (in whole or in part) as extended, renewed, defeased, refinanced, replaced, refunded or repaid and (ii) any other indebtedness or commitments issued in exchange or replacement for or to refinance such indebtedness or commitments (in whole or in part), whether with the same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal amount and/or a longer or shorter maturity, in each case to the extent permitted under the terms of all of the Transaction Documents. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinery” means, individually or collectively, as the context may require, (i) the DCRC Refinery, (ii) the PRC Refinery and (iii) solely during any CRC Joinder Period, the CRC Refinery.

“Refinery Step-out Date” has the meaning specified in Section 3.8.1.

“Renewal Term” has the meaning specified in Section 2.2.

“Representatives” means a Party’s or any of its Affiliates’ directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors; provided that in no event shall (i) any Transaction Entity or any of its Affiliates, directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors be deemed to be Representatives of Aron for purposes of this Agreement or any other Transaction Document or (ii) Aron or any of its Affiliates, directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors be deemed to be Representatives of any Transaction Entity for purposes of this Agreement or any other Transaction Document.

“Required Permits” means any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any governmental authority pertaining or relating to the operation of each Refinery or the Tanks.

“Required Storage Arrangements” mean such designations and other binding contractual arrangements pursuant to which the applicable Transaction Entity shall provide Aron with such Transaction Entity’s (and/or its Affiliates’) full right to use the third-party storage tanks and related facilities covered by such contractual arrangements in the event any other third-party locations are added as Included Locations pursuant to Section 5, including the Supplemental Included Location Storage Agreement.

“Revolving Credit Agreement” means that certain Senior Secured Revolving Credit Agreement, dated as of May 2, 2018, by and among PBFH, DCRC, TRC and PRC as Borrowers and the other parties thereto (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of February 18, 2020, as further amended by that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of May 7, 2020, as further amended by that certain Third Amendment to Senior Secured Revolving Credit Agreement, dated as of May 25, 2022, and as further amended, supplemented, amended and restated or otherwise modified or Refinanced from time to time). Unless otherwise specified herein, in the event that the Revolving Credit Agreement is terminated, cancelled, expired or otherwise no longer in full force and effect in the absence of a Refinancing thereof, all references to the “Revolving Credit Agreement” shall be deemed to mean the most recent agreement in effect as of the last day it was in full force and effect.

“Revolving Loan Documents” means “Loan Documents” as such term is defined in the Revolving Credit Agreement.

“Revolving Loan Permitted Refinancing Facility” means (i) indebtedness incurred to Refinance all of the Revolving Credit Agreement or (ii) any Refinancing of such indebtedness.

“Scheduled Price Adjustment Month” means with respect to each Product Group, each calendar month (except for the final month of the Term).

“SEC” means the Securities and Exchange Commission.

“Third Restatement Effective Date” means, assuming the due execution of this Agreement by each Party’s authorized representative, October 25, 2021 as of 12:00:01 a.m. EPT on such date.

“Senior Debt Ratings Benchmark Achievement” has the meaning specified in Section 12.8(e)(ii).

“Senior Debt Ratings Trigger Event” has the meaning specified in Section 12.8(b).

“Senior Notes” means collectively, the indebtedness subject to the Indentures.

“Senior Unsecured Indebtedness” means (i) the indebtedness in the form of (a) the 7.25% Senior Unsecured Notes due 2025 that were issued under that certain Indenture, dated as of May 30, 2017, among PBFH, PBF Finance Corporation, the Guarantors (as defined therein), Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as paying agent, registrar, transfer agent and authenticating agent (including any supplemental indenture entered into in connection therewith) and (b) the 6.00% Senior Unsecured Notes due 2028 that were issued under that certain Indenture, dated as of January 24, 2020, among PBFH, PBF Finance Corporation, the Guarantors (as defined therein), Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as paying agent, registrar, transfer agent and authenticating agent (including any supplemental indenture entered into in connection therewith), (ii) any other senior unsecured loans, senior unsecured notes or other similar indebtedness and/or other unsecured indebtedness that ranks at least pari passu in right of payment or priority with any of the indebtedness described in the foregoing clause (i) and any obligations under any Transaction Document and (iii) any Refinancing of any indebtedness described in the foregoing clauses that is unsecured and ranks at least pari passu in right of payment or priority with any of the indebtedness described in the foregoing clause (i) and any obligations under any Transaction Document.

“Services” means the (i) receipt into the Tanks of Products that are purchased by Aron at the inlet flange of a Tank, (ii) storage and handling of the Aron Inventory, (iii) withdrawal of Aron Inventory from the Tanks for sale at the outlet flange of a Tank, (iv) gauging of Aron Inventory, (v) accounting for and providing reports with respect to Aron Inventory and customary record keeping, each in accordance with the Transaction Entities’ existing accounting and reporting procedures and (vi) all other ancillary services, as more fully described in Section 9.

“Settlement Amount” has the meaning specified in Section 18.5.1.

“Setup Fee Rate” has the meaning specified in the Fee Letter.

“Specified Acquisition” means any acquisition (including, without limitation, any Permitted Acquisition (as defined in the Revolving Credit Agreement (as in effect as of the Third Restatement Effective Date))) or other investment, in each case, permitted under the Revolving Credit Agreement (as in effect as of the Third Restatement Effective Date).

“Specified Agreement” means that certain Agreement, dated as of the Third Restatement Effective Date, made by the Specified Subsidiaries in favor of Aron (as amended, supplemented, amended and restated or otherwise modified from time to time).

“Specified Early Expiration Fee” has the meaning specified in Schedule H.

“Specified Fees” means, collectively, each of fees set forth on Schedule H.

“Specified Indebtedness” means: the (i) obligations described in clauses (a), (b) and (f) (but only with respect to such clause (f) for obligations of third parties that are not Affiliates of the Transaction Entities and are secured as described in such clause (f)), in each case (x) as set forth in the such clauses in the definition of “Indebtedness” in the Revolving Credit Agreement (as in effect as of the Third Restatement Effective Date); and (ii) reimbursement obligations in respect of letters of credit, letters of guaranty, bankers’ acceptable and similar instruments; provided, however, that Specified Indebtedness shall not include in any event (i) Indebtedness (as defined in the Revolving Credit Agreement (as in effect as of the Third Restatement Effective Date)) and other obligations incurred in connection with the Specified Acquisition in an amount not to exceed $600 million of principal at any time outstanding plus interest, fees and other obligations and Liabilities with respect thereto, and (iii) any reimbursement obligations relating to letters of credit (w) used in the ordinary course in connection with the purchase or financing of hydrocarbon assets (including feedstocks) or the transportation thereof, (x) used in connection with any hedging obligations (including commodities, currency and/or interest rate hedges) incurred in the ordinary course of business, (y) used in connection with self-insurance obligations, insurance premiums, workers’ compensation, unemployment insurance, performance of surety bonds, bankers’ acceptances, or the satisfaction of applicable legal or regulatory requirements (including in respect of environmental and other regulatory obligations, to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, or to secure liability for premiums to insurance brokers, carriers or insurance companies or (z) additional obligations incurred in the ordinary course of business in an amount not to exceed $100,000,000 of the face value of any such reimbursement obligations at any time outstanding.

“Specified Period” has the meaning specified on Schedule F.

“Specified PRC Early Termination Fee” has the meaning specified in Schedule H.

“Specified Subsidiaries” has the meaning specified in the Specified Agreement.

“Specified Transaction” means (i) any transaction entered into by and between (a) Aron (or any of its Designated Affiliates) and (b) DCRC, PRC or, solely during any CRC Joinder Period, CRC (or any of their Designated Affiliates) (x) 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, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, exchange 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 (y) which is a type of transaction that is similar to any transaction referred to in clause (x) that is currently, or in the future becomes, recurrently entered into in 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, (ii) any transaction entered into by and between (a) Aron (or any of its Designated Affiliates) and (b) DCRC, PRC or, solely during any CRC Joinder Period, CRC (or any of their Designated Affiliates) of any kind, and the related confirmations, which are subject to the terms and conditions of, or are governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any other similar form of master agreement and (iii) any combination of the foregoing transactions; provided that neither the Forward Contract nor any Forward Contract Transaction shall constitute a Specified Transaction.

“Specified Transaction Close-Out Amount” has the meaning specified in Section 18.4.

“Specified Unwind Costs” means, with respect to any Corresponding Futures and any early termination of this Agreement addressed under Sections 3.8 or 18, an amount (which may be positive or negative) equal to the aggregate outstanding Extended Roll Volumes related thereto, multiplied by the result of the following calculation:

(A) (i) in the case of an early termination or expiration of this Agreement addressed under Section 3.8, the simple average of the prices at which such Corresponding Futures can be purchased on NYMEX or ICE (as appropriate) and unwound, determined by Aron in a commercially reasonable manner, determined over the same pricing days as are used to calculate the Actual Step-out Product Benchmark for purposes of the other components of the relevant Step-out Amount (with such Corresponding Futures purchased ratably over the pricing days, based on the associated Extended Roll Volumes) and (ii) in the case of an early termination of this Agreement addressed under Section 18, the average price at which such Corresponding Futures can then be bought and unwound as determined by Aron in a commercially reasonable manner, using then-available prevailing prices quoted in the futures, forwards and swaps markets determined over a commercially reasonable number of pricing dates (with such Corresponding Futures purchased ratably over the pricing days, based on the associated Extended Roll Volumes), with the amount determined under the foregoing clauses (i) or (ii), as applicable; minus

(B) the simple average of the Actual Step-out Product Benchmark for the Product Group applicable to such Corresponding Futures (except that any related Price otherwise used for purposes of such Product Benchmark shall equal zero) determined over same pricing days as used in clauses (A)(i) or (A)(ii) above, as applicable;

provided that such amount shall be discounted to its net present value from the “True Up Date” set forth on Schedule I that would otherwise have applied (absent the early termination) to the Extended Roll Period for such Corresponding Futures to the “True Up Date” applicable to a monthly period ending on the applicable Step-out Date or the Early Termination Date (and the discount rate to be used in the net present value calculation shall be equal to LIBOR, plus the Applicable Margin);

provided, further, that (1) the foregoing calculations referred to in this definition shall each be determined in a commercially reasonable manner and (2) notwithstanding the foregoing, in lieu of determining any Specified Unwind Costs pursuant to this definition where used in this Agreement, to the extent practicable and if mutually agreed to by the Parties, the Parties shall use commercially reasonable efforts to permit a Transaction Entity to assume any positions established pursuant to Schedule F with respect to the relevant Corresponding Futures upon commercially reasonable terms.

“Sponsor” shall mean First Reserve Corporation, the Blackstone Group, and each of their respective Affiliates.

“Step-in Bill of Sale” means, collectively, that certain (i) Bill of Sale, dated as of July 2, 2013, by PBFH and DCRC to Aron relating to the Initial Inventory (as defined therein), (ii) Bill of Sale, dated as of March 29, 2019, by PBFH and DCRC to Aron relating to the Initial Supplemental Inventory (as defined therein) and (iii) Bill of Sale, dated as of July 2, 2013, by PBFH and PRC to Aron relating to the Initial Inventory (as defined therein).

“Step-in Targets” means the Target Product Inventory for the aggregate volumes of Products in each East Coast Product Group that the Transaction Entities expect to be held in the DCRC Included Locations and the PRC Included Locations, in each case, as of December 1, 2021.

“Step-out Amount” has the meaning specified in Section 3.8.4.

“Step-out Bill of Sale” means a document substantially in the form attached hereto as Exhibit 1.

“Step-out Date” has the meaning specified in Section 3.8.1.

“Step-out Inventory” has the meaning specified in Section 3.8.2.

“Step-out Reconciliation Statement” has the meaning specified in Section 3.8.6.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person 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, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors (or similar governing body) thereof are, as of such date, owned, Controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent.

“Supplemental Amendment Effective Date” means March 29, 2019 as of 12:00:01 a.m. EPT on such date.

“Supplemental Included Location” means the “PBF Logistics Paulsboro Terminal” located at 4 Paradise Road, Paulsboro, New Jersey, which was added as an Included Location effective as of the Supplemental Amendment Effective Date.

“Supplemental Included Location Storage Agreement” means the Terminal Storage Agreement, dated as of January 1, 2019, between CPI Operations LLC and PBFH.

“Supplemental Product Group” means any Product Group specified as such on Schedule A, for which the applicable Products are Supplemental Products.

“Supplemental Products” means such Products designated as “Supplemental Products” on Schedule A.

“Supplemental Release Date” has the meaning specified in Section 3.11.

“Supplemental Step-in Bill of Sale” means a bill of sale, substantially similar in form and substance to the Step-in Bill of Sale, transferring to Aron all of DCRC’s and PBFH’s right, title and interest in and to the Supplemental Product volumes held at the Supplemental Included Location effective on the Supplemental Amendment Effective Date.

“Supplemental Step-out Bill of Sale” means an agreement substantially in the form attached hereto as Exhibit 5 in form and substance acceptable to Aron.

“Surplus Availability” means:

(i) as of any date of determination prior to December 1, 2022, an amount equal to the sum of (a) the Borrowing Availability (as defined in the Revolving Credit Agreement) as of such date, plus (b) the aggregate amounts of cash and Cash Equivalents (as defined in the Revolving Credit Agreement) held by PBF Holding Company LLC on a consolidated basis as of such date, in any case for purposes of this clause (b), without duplication of any cash or Cash Equivalents (including any Reserves or Hedging Reserves (as such terms are defined in the Revolving Credit Agreement)) that are included in the Borrowing Base (as defined in the Revolving Credit Agreement), but expressly including any cash or Cash Equivalents (as defined in the Revolving Credit Agreement) not included in the Borrowing Availability (as defined in the Revolving Credit Agreement) because the Borrowing Base would exceed the Revolving Commitments (as defined in the Revolving Credit Agreement); and

(ii) as of any date of determination on or after December 1, 2022, an amount equal to the sum of (a) the Tranche B Borrowing Availability (as defined below) as of such date, plus (b) the aggregate amounts of cash and Cash Equivalents held by PBF Holding Company LLC on a consolidated basis as of such date, in any case for purposes of this clause (b), without duplication of any cash or Cash Equivalents (including any Reserves or Hedging Reserves) that are included in the Borrowing Base, but expressly including any cash or Cash Equivalents not included in the Borrowing Availability because the Borrowing Base would exceed the Revolving Commitments. Each capitalized term used in this definition shall have the meaning specified in the Revolving Credit Agreement, as in effect on the First Amendment Effective Date.

“Surplus Availability Reinstatement” has the meaning specified in Section 12.8(e)(i).

“Surplus Availability Trigger Period” has the meaning specified in Section 12.8(a).

“Tanks” means each of the tanks located at the Refineries and made available to Aron pursuant to this Agreement as listed on Schedule B, which specifies the characteristics of each tank, as may be changed from time to time pursuant to Section 9.

“Target Cutoff Date” has the meaning specified on Schedule F.

“Target Product Inventory” means, for any whole or partial month during the Term, for each Product Group, an estimate of the aggregate quantities of such Product Group that the Transaction Entities expect to be held in the Included Locations as of the last day of such whole or partial month; provided that the aggregate amount of such estimate shall, for purposes of this Agreement only, not exceed the Maximum Inventory for such Product Group (as the same may be adjusted from time to time in accordance with the terms of Section 6.4); provided, further, that it is understood and agreed that the actual physical inventory of any Product, Product Group or all Products in the aggregate will not be subject to the Minimum Inventory or Maximum Inventory (or any other minimum or maximum amount) and may differ substantially from the amount of the Target Product Inventory.

“Tax Non-Affected Party” has the meaning specified in Section 27.2.

“Taxes” means any and all federal, state and local taxes, duties, fees and charges of every description, including all motor fuel, excise, gasoline, aviation fuel, special fuel, diesel, environmental, spill, sales and use, and ad valorem taxes, however designated, paid or incurred with respect to the purchase, storage, exchange, use, transportation, resale, importation or handling of the Products, and any interest or penalties thereon; provided, however, that “Taxes” does not include any Excluded Taxes.

“Term” means the Initial Term and the Renewal Term, if applicable.

“Termination Amount” has the meaning specified in Section 18.6.

“Termination Event” means an Event of Default or an Additional Termination Event.

“Total Daily Product Value” has the meaning specified in Section 12.1.2.

“Total Weekly Product Value” has the meaning specified in Section 12.1.1.

“Tranche B Borrowing Availability” shall mean, as of any date of determination, the lesser of (a) the Borrowing Base in effect as of such date and (b) the aggregate amount of the Tranche B Lenders’ Tranche B Revolving Commitments with a scheduled maturity date of January 31, 2025, or later, in effect as of such date, in each case, less the aggregate Revolving Exposure of all Lenders at such time. Each capitalized term used in this definition shall have the meaning specified in the Revolving Credit Agreement, as in effect on the First Amendment Effective Date, except that for purposes of this definition the Tranche B Revolving Commitments in effect as of any date of determination shall be determined as of such date and, in any event shall include (without double counting) (i) any Incremental Revolving Commitments (in the form of Tranche B Revolving Commitments or otherwise) and/or other additional Revolving Commitments from time to time, in each case with a scheduled maturity date of January 31, 2025, or later, in effect as of such date and (ii) any Tranche A Revolving Commitments which have been converted to Tranche B Revolving Commitments with a scheduled maturity date of January 31, 2025, or later, prior to such date of determination.

“Transaction Documents” means this Agreement, the Intercreditor Agreement, the Step-in Bill of Sale, the Step-out Bill of Sale, the Supplemental Step-in Bill of Sale, any Supplemental Step-out Bill of Sale, any CRC Step-in Bill of Sale, any CRC Step-out Bill of Sale, the DCRC Step-out Bill of Sale, any CRC Joinder Agreement, any CRC Release Agreement, the Fee Letter, the Guaranty, the Specified Agreement, the Required Storage Arrangements, and any confirmations or other writings or communications that document the sales of Products from any Transaction Entity to Aron or the sales of Products from Aron to any Transaction Entity.

“TRC” means Toledo Refining Company LLC.

“UCC” means the New York Uniform Commercial Code.

“Unpaid Amounts” means any amounts owed by Aron to the Transaction Entities or by the Transaction Entities to Aron, as applicable, under this Agreement that have not been paid as of the date of determination.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

“Volume Determination Procedures” means the applicable Transaction Entity’s ordinary procedures for determining the volume of Product held in any Tank at a designated time, including the use of daily tank gauging reports, meter readings and meter tickets (if applicable), other relevant Refinery measurements or facility measurements in use and/or any other method in accordance with Accepted Industry Practice.

“Weekly Net Volume” has the meaning specified in Section 12.1.1.

“Weekly Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Weekly Product Value” has the meaning specified in Section 12.1.1.

1.2Interpretation. Unless the context otherwise requires or except where specifically stated otherwise, in this Agreement:

1.2.1words using the singular or plural number also include the plural or singular number, respectively;

1.2.2references to any Party shall be construed as a reference to such Party’s successors in interest and permitted assigns;

1.2.3references to a provision of Applicable Law or Applicable Laws are references to that provision or Applicable Laws generally, as may be amended, extended or re-enacted from time to time;

1.2.4references to “days,” “months” and “years” mean calendar days, months and years, respectively, and a “day” consists of the 24-hour period commencing at 12:00:00 a.m. EPT and ending on 11:59:59 EPT on that day;

1.2.5references to “dollars” or “$” mean U.S. dollars;

1.2.6the (i) volumes of record for purposes of this Agreement shall be in barrels (i.e., 42 net U.S. gallons, measured at 60° F) and (ii) prices of record for purposes of this Agreement shall be in dollars per barrel or dollars per gallon, as applicable;

1.2.7references to “Exhibits,” “Sections” and “Schedules” in this Agreement, or to a provision contained therein, shall be construed as references to the Exhibits, Sections and Schedules of this Agreement, as may be amended, modified or supplemented from time to time in accordance with the terms hereof;

1.2.8References to any agreement or other document or to a provision contained in any of those shall be construed, at the particular time, as a reference to it as it may then have been amended, supplemented, modified, superseded, replaced, refinanced, assigned, novated and/or waived by the counterparties thereto in accordance with its terms from time to time;

1.2.9references to “assets” include present and future properties, revenues and rights of every description;

1.2.10references herein to “consent” mean, unless otherwise specified, the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned;

1.2.11the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Exhibit, Section, subsection, Schedule or subdivision of this Agreement;

1.2.12the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import;

1.2.13references to a “judgment” include any order, injunction, determination, award or other judicial or arbitral measure in any jurisdiction;

1.2.14the example calculations set forth in the Schedules hereto shall not be construed as creating any duty or obligation of the Parties; such examples are for illustrative purposes only and do not take precedence over any terms or conditions set forth in the remainder of this Agreement;

1.2.15references to “obligations” shall be construed to mean a Party’s prompt and complete performance of its covenants and obligations required pursuant to this Agreement;

1.2.16references to any “person” include any natural person, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, estate, association, partnership, statutory body, 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;

1.2.17all references to this Agreement include the Forward Contract; and

1.2.18in the event that the financing under the Revolving Credit Agreement is Refinanced, all references to any term used herein that is given the meaning assigned to such term in the Revolving Credit Agreement (including any term incorporated by reference in the Revolving Credit Agreement) shall be deemed to have the meaning of such term or any similar term under the credit facility that so Refinances the indebtedness and/or commitments under the Revolving Credit Agreement.

1.3Unless otherwise expressly provided in any Transaction Document, if there is any ambiguity, inconsistency, discrepancy or conflict between this Agreement and any other Transaction Document, this Agreement shall govern and prevail (except if the ambiguity, inconsistency, discrepancy or conflict is with respect to the Intercreditor Agreement, in which case the Intercreditor Agreement will govern and prevail).

1.4Unless otherwise specified, in computing any period of time under this Agreement the day of the act, event or default from which such period begins to run shall be day “zero” and not included. If the last day of the period so computed is not a Business Day then, unless this Agreement provides otherwise, the period shall run until the end of the next Business Day.

1.5The provisions of this Agreement shall be construed in accordance with the natural meanings of their terms. The Parties agree that each has had the opportunity to review the terms and provisions of this Agreement with counsel of its choosing and to negotiate any desired changes or clarifications and that the terms of this Agreement will not be interpreted against one Party or any other Party on the ground that such Party drafted or revised a particular provision. Instead, in the event of any ambiguity, this Agreement will be interpreted in accordance with the intent of the Parties as evidenced by the Agreement, taken as a whole.

2. TERM & EARLY TERMINATION

2.1Initial Term. Subject to Section 2.9 below, this Agreement shall be effective as of the Third Restatement Effective Date. The Parties acknowledge and agree that (i) each of the Original Inventory Intermediation Agreements were entered into on August 29, 2019, (ii) the Commencement Date under each of the Original Inventory Intermediation Agreements occurred, (iii) the Inventory Volumes at the end of the Initial Term under and as defined in each of the Original Inventory Intermediation Agreements will carry over to the effective time of this Agreement, (iv) all conditions precedent and all other provisions related to the inception of the Original Inventory Intermediation Agreements, even if repeated in this Agreement, have previously been satisfied or waived, and (v) the Actual Setup Fee under and as defined in each of the Original Inventory Intermediation Agreements has been paid. This Agreement constitutes a continuation of the term of the Inventory Intermediation Agreements under the amended and restated terms hereof, which term shall continue from the Third Restatement Effective Date until the Expiration Date (the “Initial Term”); provided, however, that this Agreement is subject to earlier termination as provided in Sections 2.3, 2.5, 2.6 or 2.7. “Expiration Date” means December 31, 2024 at 11:59:59 p.m. EPT, except as provided in Section 2.5 or Section 2.6.

2.2Renewal Term. As of the expiration of the Initial Term, the Transaction Entities and Aron may, by mutual agreement and no less than 180 days prior to the expiration of the Initial Term, renew this Agreement for one additional one-year term until December 31, 2025 at 11:59:59 p.m. EPT (or such longer term as may be agreed to by the Transaction Entities and Aron) (the “Renewal Term”).

2.3Specified Early Expiration Rights. In addition to the termination rights in Section 2.7, the Transaction Entities may elect to terminate this Agreement, at their option and in their sole discretion, by providing written notice to Aron no later than June 30, 2023 of the Transaction Entities’ intent to terminate this Agreement, in which case (i) this Agreement shall terminate in its entirety at 11:59:59 p.m. EPT on December 29, 2023 (such date, the “Early Expiration Date”), (ii) the procedures set forth in Section 3.8 shall apply accordingly and (iii) the Specified Early Expiration Fee shall be due and payable by the Transaction Entities pursuant to Section 3.8.4(ii) as part of the Step-out Amount.

2.4[Reserved].

2.5[Reserved].

2.6In the event that the Transaction Entities fail to cause a Revolving Loan Permitted Refinancing Facility with a final maturity date that is on or later than June 30, 2025 to be entered into on or prior to May 31, 2024, then: (x) Aron may elect to cause an Expiration Date to occur on June 28, 2024 (which shall become the Step-out Date for all purposes of this Agreement) by providing written notice to the Transaction Entities on May 31, 2024 and (y) the procedures set forth in Section 3.8 shall apply accordingly (provided, however, that, notwithstanding anything herein to the contrary, in connection with such election by Aron to cause such Expiration Date, no Specified Early Expiration Fee shall be due or payable by the Transaction Entities).

2.7Termination Right Upon Aron Transaction. In addition to the termination rights in Sections 2.3, 2.5 and 2.6, if Aron (directly or indirectly) consolidates or amalgamates with, merges with or into or transfers all or substantially all of its assets to another person or any such consolidation, amalgamation, merger or transfer is consummated (other than as permitted in accordance with Section 23.2), then the Transaction Entities may, at their option and in their sole discretion, terminate this Agreement, without liability for any early termination fee or penalty, subject to the following terms and conditions: (i) the Transaction Entities shall use commercially reasonable efforts to give Aron at least 30 days’ prior notice of the effective date of such termination (unless Aron has given the Transaction Entities less than 60 days’ prior notice of such event, in which case such 30 days’ prior notice requirement shall not apply to the Transaction Entities); (ii) provided that Aron has given the Transaction Entities at least 60 days’ prior notice of such event, the Transaction Entities, in exercising such right, shall use commercially reasonable efforts to specify an early termination date that occurs at 11:59:59 EPT on the last day of a month; (iii) the Transaction Entities may exercise this right no later than 60 days after receiving notice of such event from Aron (but such right may not be exercised after the end of such 60 day period); and (iv) if the Transaction Entities exercise their early termination right under this Section 2.7, the termination procedures set forth in Section 3.8 shall apply as of the applicable termination date (provided, however, that, notwithstanding anything herein to the contrary, in connection with such termination no Specified Early Expiration Fee shall be due or payable by the Transaction Entities).

2.8Conditions to Commencement.

2.8.1Conditions to Obligations of Aron. The obligations of Aron contemplated by the Original Inventory Intermediation Agreements shall be subject to satisfaction by (i) DCRC and PBFH of the conditions precedent set forth in Section 2.6.1 of the Original DCRC Inventory Intermediation Agreement and (ii) PRC and PBFH of the conditions precedent set forth in Section 2.6.1 of the Original PRC Inventory Intermediation Agreement, in each case, on and as of the Commencement Date. The Parties acknowledge and agree that such conditions precedent have been satisfied as of the Commencement Date.

2.8.2Conditions to Obligations of DCRC, PRC and PBFH. The respective obligations of DCRC, PRC and PBFH contemplated by the Original Inventory Intermediation Agreements shall be subject to satisfaction by Aron of the conditions precedent set forth in (i) Section 2.6.2 of the Original PRC Inventory Intermediation Agreement and (ii) Section 2.6.2 of the Original DCRC Inventory Intermediation Agreement, in each case, on and as of the Commencement Date. The Parties acknowledge and agree that such conditions precedent have been satisfied as of the Commencement Date.

2.9 Conditions to Third Restatement Effective Date. The obligations of Aron and the Transaction Entities contemplated by this Agreement and the effectiveness of this Agreement shall be subject to satisfaction by the Transaction Entities of the following conditions precedent on and as of the Third Restatement Effective Date:

2.9.1Aron shall have received from the Transaction Entities the duly executed Guaranty and the Specified Agreement, in each case, in form and substance satisfactory to Aron;

2.9.2Aron shall have received written confirmations satisfactory to Aron confirming that all Transaction Documents are in full force and effect;

2.9.3each Transaction Entity, its Guarantor and each Specified Subsidiary shall have delivered to Aron a certificate signed by an appropriate officer of such Transaction Entity, its Guarantor or such Specified Subsidiary, as applicable, certifying as to incumbency, due authorization, board approval (or similar governing body) and resolutions;

2.9.4the Transaction Entities shall have delivered to Aron an opinion of counsel, in form and substance satisfactory to Aron, covering such matters as Aron shall reasonably request in connection with the execution of this Agreement, including (without limitation): good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; and no conflicts;

2.9.5[Reserved];

2.9.6To the extent required by Aron, updated and amended UCC financing statements shall have been prepared and filed, including the filing of precautionary UCC financing statements with respect to the Products; and

2.9.7Aron or any applicable third party (to the extent an invoice of such third party is provided to the Transaction Entities and subject to reimbursement by the Transaction Entities pursuant to the terms and conditions hereof) shall have received from the Transaction Entities payment of or reimbursement for all fees, costs, and expenses (including all reasonable attorneys’ fees and expenses) incurred by Aron in connection with the negotiation, preparation and execution of this Agreement and all other documents and transactions being executed in connection with the execution of this Agreement as required under Section 28.8.

2.10Conditions to CRC Joinder Effective Date. From time to time after the Third Restatement Effective Date, a “CRC Joinder Effective Date” shall be deemed to occur as of 12:01 a.m. EPT on the date on which the following conditions precedent shall have been satisfied; provided that, in no event shall (i) a CRC Joinder Effective Date be deemed to occur in accordance with this Section 2.10 more than six (6) times per calendar year and (ii) any CRC Joinder Effective Date occur on and as of a day other than the first Business Day of any month (and such period from any CRC Joinder Effective Date through and including the associated CRC Release Date, the “CRC Joinder Period”):

2.10.1at least 30 days prior to the proposed CRC Joinder Effective Date (or such shorter period as Aron may agree), Aron and the Revolving Agent (as defined in the Intercreditor Agreement) shall have received a written certificate from the Transaction Entities substantially in the form of Exhibit 6 (“CRC Joinder Notice”);

2.10.2the Transaction Entities shall have caused CRC to duly execute and deliver to Aron a CRC Joinder Agreement;

2.10.3CRC shall have duly executed and delivered the CRC Step-in Bill of Sale;

2.10.4Aron shall have received a duly executed and delivered a Reaffirmation Agreement from (a) the Guarantor of its obligations under the Transaction Entities’ Guaranty and (b) the Specified Subsidiaries of their obligations under the Specified Agreement;

2.10.5The Parties shall have agreed to amendments to Schedule A, Schedule B and Schedule R to reflect the addition of the CRC Products and CRC Included Locations as of such CRC Joinder Effective Date in connection with the purchase and sale of CRC Products contemplated by Schedule P and the CRC Step-in Bill of Sale, in each case, in accordance with the terms of Section 3.9.1 (and such schedules shall be automatically deemed to have been amended without further action of the Parties on the CRC Joinder Effective so long as all conditions precedent set forth in this Section 2.10 shall have been satisfied);

2.10.6CRC shall have delivered to Aron a certificate signed by the Secretary or an Assistant Secretary of CRC certifying or attaching, as applicable: (a) the incumbency and signatures of the officers of CRC authorized to execute and deliver this Agreement and any other documents executed and delivered by CRC in connection therewith, (b) the certificate of formation of CRC certified by the Secretary of State of the applicable State of formation, (c) the operating agreement of CRC, including any amendments or modifications thereto, certified by the Secretary of an Assistant Secretary of CRC as being true, complete and correct and in full force and effect on such CRC Joinder Effective Date, (d) the accuracy and completeness of the resolutions of CRC’s member, manager or board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by CRC in connection therewith and (e) certificates of existence (or the equivalent) issued by the applicable Secretary of State or equivalent office of the jurisdiction of formation of CRC;

2.10.7no later than 2:30 p.m. EPT on the Target Cutoff Date with respect to the month in which the proposed CRC Joinder Effective Date will occur, the Transaction Entities shall have delivered a written statement of the Target Product Inventory for each Product Group as of the last day of the month in which the proposed CRC Joinder Effective Date shall occur, which shall include all of the Initial CRC Inventory and the aggregate quantities of CRC Products the Transaction Entities expect to be held in the CRC Included Locations as of the last day of such month (notwithstanding anything in Schedule F to the contrary);

2.10.8the initial Prices to be used for the Product Groups of CRC Products hereunder shall have been determined by the Parties in accordance with the terms of Section 4.3.1.2 (and Schedule J shall be automatically deemed to have been amended on such CRC Joinder Effective Date to reflect such initial Prices without further action of the Parties so long as all conditions precedent set forth in this Section 2.10 shall have been satisfied on such CRC Joinder Effective Date);

2.10.9(i) as a condition to the initial CRC Joinder Effective Date to occur hereunder and (ii) to the extent reasonably requested by Aron, as a condition to any other CRC Joinder Effective Date, in each case, the Transaction Entities shall have delivered to Aron customary opinions of the Transaction Entities’ counsel in form and substance reasonably satisfactory to Aron, covering the following matters: good standing, existence and due qualification, power and authority, due authorization and execution, enforceability, governmental approvals, Investment Company Act of 1940 and no conflicts;

2.10.10 all representations and warranties of the Transaction Entities contained herein shall be true and correct in all material respects on and as of such CRC Joinder Effective Date; provided that, for the avoidance of doubt, all representations and warranties contained herein shall also apply to, and be made with respect to, CRC on and as of such CRC Joinder Effective Date;

2.10.11 no default or any Termination Event under the Transaction Documents has occurred and is continuing on and as of (i) the date of Aron’s receipt of such CRC Joinder Notice and (ii) such CRC Joinder Effective Date, before and after giving effect to the transactions contemplated on such CRC Joinder Effective Date;

2.10.12 no action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of such CRC Joinder Effective Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

2.10.13 neither any Refinery nor any of the Tanks shall have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of any Refinery or the provision of the Services;

2.10.14to the extent not previously delivered to Aron in connection with a CRC Joinder Effective Date, the Transaction Entities shall have delivered to Aron (i) all permits, licenses, certificates, approvals, authorizations and other documents required by any Governmental Authority necessary to permit the Transaction Entities to engage in the collection and remittance of any Taxes to such Governmental Authority, each of which is current and in full force and effect and set forth on Schedule O and (ii) insurance certificates that evidence the effectiveness of the insurance policies required of the Transaction Entities under Section 15 as of such CRC Joinder Effective Date;

2.10.15no Force Majeure Event affecting the CRC Refinery, any CRC Included Locations or any CRC Products has occurred and is continuing on and as of (i) the date of Aron’s receipt of such CRC Joinder Notice and (ii) such CRC Joinder Effective Date, before and after giving effect to the transactions contemplated on such CRC Joinder Effective Date;

2.10.16the Transaction Entities shall have delivered to Aron proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1 in each case, consistent with past practice among the Parties or otherwise required in connection with any applicable Taxes;

2.10.17the Transaction Entities (to the extent an invoice is provided to the Transaction Entities) shall have paid all fees, charges and disbursements of counsel for Aron reimbursable pursuant to the terms and conditions hereof, in connection with the preparation, review, negotiation, execution and/or delivery of any agreements or documents in connection with or relating to the satisfaction of the conditions precedent set forth in this Section 2.10 and the occurrence of such CRC Joinder Effective Date; and

2.10.18the Transaction Entities shall have delivered to Aron evidence that the Transaction Entities have provided to the Revolving Agent (as defined in the Intercreditor Agreement) all written notices required to be delivered under Section 2.3(c) of the Intercreditor Agreement in connection with such CRC Joinder Effective Date.

2.11Conditions to CRC Release Date. From time to time during the continuation of any CRC Joinder Period, a “CRC Release Date” shall be deemed to occur as of 12:01 a.m. EPT on the date on which the following conditions precedent have been satisfied; provided that, in no event shall (i) a CRC Release Date be deemed to occur in accordance with this Section 2.11 more than six (6) times per calendar year and (ii) a CRC Release Date occur on and as of a day other than the last Business Day of any calendar month:

2.11.1at least 30 days prior to the proposed CRC Release Date (or such shorter period as Aron may agree), Aron and the Revolving Agent (as defined in the Intercreditor Agreement) shall have received a written certificate from the Transaction Entities substantially in the form of Exhibit 8 (“CRC Release Notice”);

2.11.2CRC shall have duly executed and delivered to Aron a CRC Release Agreement;

2.11.3CRC shall have duly executed and delivered to Aron the CRC Step-out Bill of Sale;

2.11.4the Parties shall have agreed to amendments to Schedule A, Schedule B and Schedule R,to reflect the removal of CRC Products and CRC Included Locations as of such CRC Release Date in connection with the purchase and sale of CRC Products contemplated by Schedule P and the CRC Step-out Bill of Sale, in each case, in accordance with the terms of Section 3.9.2 (and such schedules shall be automatically deemed to have been amended on such CRC Release Date without further action of the Parties so long as all conditions precedent set forth in this Section 2.11 shall have been satisfied on such CRC Release Date);

2.11.5the Transaction Entities shall have paid Aron the Estimated CRC Step-out Amount (as defined in Schedule P) that is due and payable on such CRC Release Date in accordance with the terms of Schedule P;

2.11.6[Reserved];

2.11.7no Event of Default or any Termination Event under the Transaction Documents has occurred and is continuing on and as of (i) the date of Aron’s receipt of such CRC Release Notice and (ii) such CRC Release Date, before and after giving effect to the transactions contemplated on such CRC Release Date;

2.11.8no action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of such CRC Release Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

2.11.9the Transaction Entities (to the extent an invoice is provided to the Transaction Entities) shall have paid all fees, charges and disbursements of counsel, reimbursable pursuant to the terms and conditions hereof, for Aron in connection with the preparation, review, negotiation, execution and/or delivery of any agreements or documents in connection with or relating to the satisfaction of the conditions precedent set forth in this Section 2.11 and the occurrence of such CRC Release Date; and

2.11.10the Transaction Entities shall have delivered to Aron evidence that the Transaction Entities have provided to the Revolving Agent (as defined in the Intercreditor Agreement) all written notices required to be delivered under Section 2.3(c) of the Intercreditor Agreement in connection with such CRC Release Date.

2.12Status of Original Inventory Intermediation Agreements. The Parties acknowledge and agree that, while this Agreement is a continuation (and not a novation) of each Original Inventory Intermediation Agreement, from and after the Third Restatement Effective Date, the terms and conditions of each Original Inventory Intermediation Agreement shall be amended and restated, and superseded, in their entirety as set forth herein without any further action by any person.

2.13Applicability of Schedules. Subject to the terms and conditions of this Agreement, for all purposes of this Agreement and any other Transaction Document: (i) with respect to the period from the Third Restatement Effective Date to the Adjustment Date, Schedule C shall mean Schedule C-1 hereto, and Schedule G shall mean Schedule G-1 hereto, and (ii) with respect to the period from the Adjustment Date to the Expiration Date, Schedule C shall mean Schedule C-2 hereto, and Schedule G shall mean Schedule G-2 hereto.

3.SALE OF INITIAL INVENTORY AND REPURCHASE OF ENDING INVENTORY

3.1Estimated Initial Inventory (Estimated Step-in Inventory). On Thursday, June 27, 2013, DCRC and PBFH shall prepare their good faith estimate of the Initial Inventory to be sold by DCRC and PBFH to Aron hereunder as of the Commencement Date (the “Estimated Initial Inventory”) based on the volumes held in the Included Locations as of 11:59:59 p.m. EPT on Wednesday, June 26, 2013, and shall deliver a written statement thereof to Aron by 5:00:00 p.m. EPT on Thursday, June 27, 2013.

3.2Initial Purchase (Initial Step-in Purchase). On the Commencement Date, and subject to satisfaction of the conditions set forth in Section 2.6.1 of the Original DCRC Inventory Intermediation Agreement, Aron agrees to purchase the Initial Inventory from DCRC and PBFH, subject to Section 3.5, based on the sum of, for each Product Group, the product of (a) the Estimated Step-in Product Benchmark applicable to each Product Group and (b) the Estimated Initial Inventory (based on the statement delivered by DCRC and PBFH) (the “Estimated Initial Inventory Purchase Value”).

3.3Payment for Estimated Initial Inventory (Initial Step-in Payment). Promptly after the opening of financial markets in New York, New York on the Commencement Date, and subject to satisfaction of the conditions set forth in Section 2.6.1 of the Original DCRC Inventory Intermediation Agreement, Aron shall pay 100% of the Estimated Initial Inventory Purchase Value to DCRC and PBFH by wire transfer of immediately available funds; provided, however, that DCR may, at its election, direct that all or a portion of the Estimated Initial Inventory Purchase Value be paid to MSCG on DCRC’s and PBFH’s behalf in accordance with the Payment Direction Letter, and the Parties agree to use commercially reasonable efforts to coordinate the respective timing of payments made pursuant to the Payment Direction Letter; provided, further, for the avoidance of doubt, title to the Initial Inventory shall pass from DCRC and PBFH to Aron, consistent with DCRC’s and PBFH’s warranty of title set forth in Section 11.1.1 and at and as of the time specified in the definition of the Commencement Date, subject to DCRC’s and PBFH’s confirmation of receipt of funds in an amount equal to such Estimated Initial Inventory Purchase Value.

3.4Determination of Actual Initial Inventory (Actual Step-in Inventory). The Parties shall determine the actual volumes of the Initial Inventory sold by DCRC and PBFH to Aron hereunder as of the Commencement Date (the “Actual Initial Inventory”) in accordance with the procedures set forth in Schedule D. The Final Inventory Quantity Report shall thereafter be delivered to the Parties pursuant to the procedures set forth in Schedule D.

3.5Initial Purchase True-Up (Step-in True-Up). No later than 5:00 p.m. EPT on the fifth Business Day after the delivery of the Final Inventory Quantity Report pursuant to the procedures set forth in Schedule D, Aron shall deliver a written statement to DCRC and PBFH showing a calculation of the sum of, for each Product Group, the product of (i) the Actual Initial Inventory (based on the Final Inventory Quantity Report) and (ii) the Actual Step-in Product Benchmark applicable to each such Product Group (the “Actual Initial Inventory Purchase Value”). If (a) the amount of the Actual Initial Inventory Purchase Value exceeds the amount of the Estimated Initial Inventory Purchase Value, then Aron shall pay to DCRC and PBFH the amount of the resulting excess and (b) the amount of the Actual Initial Inventory Purchase Value is less than the amount of the Estimated Initial Inventory Purchase Value, then DCRC and PBFH shall pay to Aron the absolute value of the resulting difference, in each case pursuant to Section 3.6.

3.6Payment of Initial Purchase True-Up (Payment of Step-in True-Up). No later than 5:00:00 p.m. EPT on the Initial Purchase True-Up Date, Aron or DCRC and PBFH, as applicable, shall pay the amount calculated as due and payable thereunder to the other Party by wire transfer of immediately available funds. If such amount is owed to DCRC and PBFH then DCRC and PBFH may, at their election, direct that all or a portion of such amount be paid by Aron to MSCG on DCRC’s and PBFH’s behalf in accordance with the Payment Direction Letter. If such amount is owed to Aron then DCRC and PBFH may, at their election, direct that all or a portion of such amount be paid by MSCG to Aron on DCRC’s and PBFH’s behalf and Aron agrees to accept such payment in accordance with the Payment Direction Letter. In the case of each of the foregoing payment obligations under this Section 3.6, the Parties agree to use commercially reasonable efforts to coordinate the respective timing of payments made pursuant to the Payment Direction Letter. For purposes hereof, the “Initial Purchase True-Up Date” means the earlier of (i) the third Business Day following the delivery of Aron’s written statement to DCRC and PBFH under Section 3.5 and (ii) such other date as the Parties may mutually agree.

3.7Arrangement Fee.

3.7.1Concurrently with the calculation of Actual Initial Inventory Purchase Value under Section 3.5, Aron shall calculate the actual setup fee due in connection herewith (the “Actual Setup Fee”), which shall be equal to the product of the Setup Fee Rate and the Actual Maximum Step-in Value.

3.7.2No later than 12:00:00 p.m. EPT on the third Business Day following the delivery of Aron’s written statement to DCRC and PBFH under Section 3.5, subject to the consummation of the transactions set forth in Section 3.3 and concurrently with the payment (if any) required to be made pursuant to Section 3.6, DCRC and PBFH shall pay the Actual Setup Fee to Aron by wire transfer of immediately available funds.

3.8Purchase Upon Termination, Expiration or Certain Dispositions (Step-out).

3.8.1Upon (a) the termination or expiration of this Agreement for any reason other than as a result of a Termination Event (the effective date of such termination or expiration, the “Final Step-out Date”) or (b) the date set forth in the written notice provided by the Transaction Entities in accordance with the proviso in clause (a) of the definition of “Change of Control” in connection with the disposition of 100% of the Equity Interests in any of PRC, DCRC or (during any CRC Joinder Period) CRC, in accordance with the terms of the proviso in clause (a) of the definition of “Change of Control” (such date, a “Refinery Step-out Date”; and either the Final Step-out Date or a Refinery Step-out Date, as applicable, being the applicable “Step-out Date”), the Parties covenant and agree to proceed as provided in this Section 3.8; provided that (x) subject to the second proviso of this Section 3.8.1, the terms of this Agreement applicable to any continuing obligations shall continue in effect following the applicable Step-out Date until all obligations are finally settled as contemplated by this Section 3.8 and (y) the provisions of this Section 3.8 shall in no way limit the rights and remedies which the Performing Party may have as a result of a Termination Event, whether pursuant to Section 18 or otherwise; provided, further, that, in the case of a Refinery Step-out Date, the provisions of this Section 3.8 shall apply solely in respect of all Aron Inventory

located in situ in the applicable Included Locations on such Step-out Date at the applicable Refinery that is owned by such Transaction Entity and such Transaction Entity shall have no further obligations hereunder as of time that the Transaction Entities satisfied all of their obligations in this Section 3.8 required to be completed on the applicable Refinery Step-out Date.

3.8.2The Transaction Entities agree to purchase from Aron all Aron Inventory located in situ in the applicable Included Locations and owned by Aron on the applicable Step-out Date (for each Step-out Date, the applicable “Step‑out Inventory”), as follows:

(i)the Transaction Entities shall prepare their good faith estimate of the applicable Step-out Inventory (for each applicable Product Group) to be sold by Aron to the Transaction Entities hereunder as of such Step-out Date (with respect to such Step-out Date, the applicable “Estimated Step-out Inventory”) based on the volumes held in the applicable Included Locations as of 12:00:01 a.m. EPT on the fourth Business Day preceding such Step-out Date and shall deliver a written statement thereof to Aron by 5:00:00 p.m. EPT on the third Business Day preceding such Step-out Date. Aron shall determine, with respect to such Estimated Step-out Inventory, and promptly advise the Transaction Entities, in any event within one Business Day after delivery of the Transaction Entities’ statement, of the “Estimated Step-out Inventory Purchase Value,” for such Estimated Step-out Inventory, which shall equal the sum of, for each applicable Product Group, the product of (a) the Estimated Step-out Product Benchmark applicable to each applicable Product Group and (b) such Estimated Step-out Inventory (based on the statement delivered by the Transaction Entities).

(ii)Subject to Section 3.8.5 below, in connection with each applicable Step-out Date, the Transaction Entities shall be obligated to pay to Aron such Estimated Step-out Inventory Purchase Value on such Step-out Date as part of the applicable Estimated Step-out Amount due on that day. The Parties shall execute and deliver the applicable Step-out Bill of Sale on such Step-out Date to evidence the in-tank transfer of such Step-out Inventory.

(iii)No later than 20 days after the applicable Step-out Date, Aron shall determine with respect to the applicable Actual Step-out Inventory (as defined below), in accordance with Schedule D, and deliver a written statement to the Transaction Entities of, the “Actual Step-out Inventory Purchase Value,” for such Actual Step-out Inventory, which shall equal the sum of, for each applicable Product Group, the product of (x) the Actual Step-out Product Benchmark and (y) such Actual Step-out Inventory.

3.8.3The “Actual Step-out Inventory” of each applicable Product Group shall be determined as of 11:59:59 p.m. EPT on the applicable Step-out Date in accordance with Schedule D (with the necessary changes having been made therein to reflect a determination of such volumes using the procedures therein as of such Step-out Date, instead of as the Commencement Date). The Final Inventory Quantity Report in respect of such Actual Step-out Inventory shall be delivered to the Parties pursuant to the procedures set forth in Schedule D (as so modified).

3.8.4The “Step-out Amount” shall equal, with respect to each applicable Step-out Date, the sum of the following items (without duplication), as determined by Aron in a commercially reasonable manner:

(i)the applicable Actual Step-out Inventory Purchase Value; plus

(ii)if this Agreement is terminated by the Transaction Entities pursuant to Section 2.3, the Specified Early Expiration Fee; plus

(iii)the aggregate amount that would otherwise be due under Section 12.5, calculated as of such Step-out Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement (including any FIFO Balance Final Settlement provided for in Schedule L, as defined therein); provided that, if such amount under Section 12.5 would otherwise be due to Aron, then such amount will be included in this Step-out Amount as a positive number and if such amount under Section 12.5 would otherwise be due to the Transaction Entities, then such amount will be included in this Step-out Amount as a negative number; plus

(iv)any Ancillary Costs incurred through such Step-out Date that have not yet been paid or reimbursed by the Transaction Entities pursuant to Section 6.6; plus

(v)if one or more Extended Roll Periods designated by the Transaction Entities or otherwise established pursuant to the provisions of Schedule F prior to the applicable Step-out Date ends after such Step-out Date, the net present values as of such Step-out Date of the Inventory Intermediation Roll Fees that would have become due during such Extended Roll Periods (discounted from the “True Up Date” that would have applied to such Extended Roll Period to the “True Up Date” applicable to an Extended Roll Period ending on such Step-out Date, and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), which shall be aggregated so that a net amount due to one party or the other is determined, which net amount if due to Aron shall be included in this clause as a positive number and if due to the Transaction Entities shall be included in this clause as a negative number (notwithstanding the foregoing, in lieu of applying this clause (v), to the extent practicable and if mutually agreed to by the Parties, the Parties shall use commercially reasonable efforts to permit the Transaction Entities to assume any positions established pursuant to Schedule F upon commercially reasonable terms); plus

(vi)any Specified Unwind Costs; plus

(vii)all unpaid amounts payable hereunder by the Transaction Entities to Aron in respect of the applicable Products bought or sold on or prior to such Step-out Date and not taken into account under this Section 3.8.4; provided that, with respect to any Refinery Step-out Date, Aron shall calculate any amounts due in respect of clauses (iii) through and including this clause (vii) as they relate to the Refinery and the Products that are the subject of such Step-out Date in a commercially reasonable manner; minus

(viii)all unpaid amounts payable hereunder by Aron to the Transaction Entities in respect of the applicable Products bought or sold on or prior to such Step-out Date and not taken into account under this Section 3.8.4; plus

(ix)for any Estimated Step-out Amount in the case of a Refinery Step-out Date, a reserve amount (such amount not to exceed the product of (x) 2.5%, multiplied by (y) such Estimated Step-out Amount) determined by Aron in a commercially reasonable manner as an estimate of the Transaction Entities’ obligations that could be payable to Aron in connection with any Step-out Reconciliation Statement contemplated to be delivered pursuant to Section 3.8.6 in respect of such Refinery Step-out Date.

All of the foregoing amounts, in connection with such Step-out Date, shall be aggregated or netted to a single liquidated amount owing

from one Party to the other. If such Step-out Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to the Transaction Entities.

No later than 30 days after the applicable Step-out Date, Aron shall give the Transaction Entities notice of such Step-out Amount, together with a statement providing a reasonably detailed summary of the calculations made by Aron in determining such Step-out Amount, along with related supporting documentation.

3.8.5The Parties acknowledge that Aron may not be able to definitively determine one or more of the components of the applicable Step-out Amount by the applicable Step-out Date (provided, however, that Aron shall use its commercially reasonable efforts to determine all such components by such Step-out Date to the maximum extent practicable) and therefore agree in such event that Aron shall, in a commercially reasonable manner and in a manner consistent with past practice, estimate each of such components and use such estimated components to determine an estimate of such Step-out Amount (with respect to each applicable Step-out Date, the “Estimated Step-out Amount”). Without limiting the generality of the foregoing, the Parties agree that the applicable estimated amount with respect to clause (i) of Section 3.8.4 shall be the applicable Estimated Step-out Inventory Purchase Value. Aron shall prepare, and provide the Transaction Entities with, a statement of the applicable Estimated Step-out Amount, together with appropriate supporting documentation, at least two Business Days prior to the applicable Step-out Date. Aron shall update its calculation of the applicable Estimated Step-out Amount by no later than 5:00 p.m. EPT on the Business Day immediately preceding the applicable Step-out Date. If Aron is able to provide such updated amount by such time, that amount shall constitute the applicable Estimated Step-out Amount and shall be due and payable by no later than 5:00 p.m. EPT on the applicable Step-out Date. Otherwise, the applicable initial Estimated Step-out Amount shall be the amount payable by such time on the applicable Step-out Date.

3.8.6No later than 30 days after the applicable Step-out Date, Aron shall prepare, and provide the Transaction Entities with, (i) a statement showing the calculation, as of such Step-out Date, of the applicable Step-out Amount with respect to such Step-out Date and (ii) a statement (with respect to each applicable Step-out Date, the “Step-out Reconciliation Statement”) reconciling such Step-out Amount with the applicable Estimated Step-out Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation (taking into account any reserves provided pursuant to Section 3.8.4(ix) in respect of the applicable Refinery Step-out Date). Within three Business Days after receiving the applicable Step-out Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto so that the applicable Step-out Amount shall have been paid in full by wire transfer of immediately available funds.

3.9Step-in and Step-out Procedures Regarding CRC Product Inventory.

3.9.1Purchase by Aron Upon CRC Joinder Effective Date (Step-in). The Parties acknowledge and agree that the purchase by Aron from CRC, and the sale by CRC to Aron, of CRC Products contemplated by Schedule P and the CRC Step-in Bill of Sale shall take place on each applicable CRC Joinder Effective Date in accordance with the terms of Section 5.6 and Schedule P.

3.9.2Sale by Aron Upon CRC Release Date (Step-out). The Parties acknowledge and agree that the purchase by CRC from Aron, and the sale by Aron to CRC, of CRC Products contemplated by Schedule P and the CRC Step-out Bill of Sale shall take place on each applicable CRC Release Date in accordance with the terms of Section 5.6 and Schedule P.

3.10Sale by Aron Upon DCRC Expiration Date (Step-out). On the DCRC Expiration Date, DCRC shall purchase from Aron all DCRC Products as contemplated by the terms of Section 6.2 and the DCRC Step-out Bill of Sale; provided that, the Parties shall have agreed to amendments to Schedule A and Schedule B to reflect the removal of DCRC Products and DCRC Included Locations in connection with the purchase and sale of DCRC Products as contemplated by the terms of Section 6.2 and the DCRC Step-out Bill of Sale, in each case, in accordance with the terms of this Section 3.10 (and such schedules shall be automatically deemed to have been amended on the DCRC Expiration Date without further action of the Parties so long as the Transaction Entities shall have complied with the requirements set forth in this Section 3.10 and the DCRC Step-out Bill of Sale). The Parties further acknowledge and agree that at all times from and after the DCRC Expiration Date, no DCRC Included Location shall constitute an Included Location hereunder and no DCRC Product shall constitute a Product hereunder. For purposes of this Agreement, the “DCRC Expiration Date” shall be June 30, 2024.

3.11Sale by Aron Upon Supplemental Release Date (Step-out). On the Supplemental Release Date, DCRC shall purchase from Aron all Supplemental Products as contemplated by the terms of Schedule Q and the Supplemental Step-out Bill of Sale in accordance with the terms of Schedule Q; provided that, the Parties shall have agreed to amendments to Schedule A and Schedule B to reflect the removal of Supplemental Products and Supplemental Included Locations in accordance with the terms of this Section 3.11 (and such schedules shall be automatically deemed to have been amended on the Supplemental Release Date without further action of the Parties so long as the Transaction Entities shall have complied with the requirements set forth in Schedule Q and the Supplemental Step-out Bill of Sale). The Parties acknowledge and agree that (a) to the extent the additional terms and conditions set forth in Schedule Q with respect to the Supplemental Product Groups and the Supplemental Product inventory are inconsistent with or conflict with any other terms and conditions in this Agreement, the terms and conditions set forth in Schedule Q shall be controlling and (b) at all times from and after the Supplemental Release Date, no Supplemental Included Location shall constitute an Included Location hereunder, no Supplemental Product Group shall constitute a Product Group hereunder, no Supplemental Product shall constitute a Product hereunder, and the Transaction Entities shall not hold any Supplemental Products in any Included Location hereunder. For purposes of this Agreement, the “Supplemental Release Date” shall be November 30, 2021.

3.12Disputes. If a Party in good faith disputes the accuracy of any amount calculated pursuant to this Section 3, the non-calculating Party or Parties shall provide written notice stating the reasons why the remaining disputed amount is incorrect, along with reasonable supporting documentation. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

3.13Acknowledgements. The Parties acknowledge and agree that the applicable obligations set forth in Sections 3.1 through and including 3.7 hereof (and, for the avoidance of doubt, such provisions set forth in each of the Original Inventory Intermediation Agreements) have been fully satisfied or otherwise discharged.

4.TARGET PRODUCT INVENTORY LEVELS; APPLICABLE SPREADS

4.1Target Product Inventory. Subject to Section 4.2, in connection with establishing the Target Product Inventory for each Product Group, the Parties agree to follow the procedures set forth on Schedule F; provided that the Transaction Entities shall deliver a written statement of (a) the Target Product Inventory for each Product Group in accordance with the terms of Section 2.10.7 in connection with each applicable CRC Joinder Effective Date and (b) no later than 2:30 p.m. ET on November 22, 2021, the Step-in Targets. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Parties agree that, as of any date on which any Transaction Entity sets targets for Products pursuant to this Section 4, such Transaction Entity shall set targets such that neither (i) the aggregate amount of the sum of the Target Product Inventory for all Product Groups shall exceed 6,700,000 Barrels nor (ii) the aggregate amount of the sum of the Target Product Inventory for all Blendstock Product Groups shall exceed 1,000,000 Barrels.

4.2Initial Targets. No later than 5:00 p.m. EPT on Thursday, June 27, 2013, DCRC and PBFH shall deliver a written statement of the initial Target Product Inventory for each Product Group for the month of July 2013 (notwithstanding anything in Schedule F to the contrary); provided that DCRC and PBFH shall deliver a written statement of the initial Target Product Inventory for the Supplemental Product Group for the month of April 2019 by no later than 5:00 p.m. EPT on Wednesday, March 27, 2019. The Parties agree that at all times from and after (i) the Supplemental Release Date, neither any Supplemental Product Groups nor any Supplemental Products shall be reflected in any Target Product Inventory for any Product Group and (ii) the DCRC Expiration Date, no DCRC Products shall be reflected in any Target Product Inventory for any Product Group.

4.3Prices.

4.3.1Initial Prices.

4.3.1.1The Prices that are applicable during the Term are set forth on Schedule J; provided that such Prices shall thereafter from time to time be subject to further adjustment pursuant to Sections 4.3.2 and 4.3.5 below.

4.3.1.2In connection with any CRC Joinder Effective Date pursuant to Section 2.10, unless the Parties otherwise agree, the Parties shall endeavor, in good faith and in a commercially reasonable manner, to agree to initial Prices to be used for the Product Groups of CRC Products hereunder according to the procedures described in Schedule N; provided that such Prices shall thereafter from time to time be subject to further adjustment pursuant to Sections 4.3.2 and 4.3.5 below.

4.3.2Commencing at least 10 Business Days prior to the second-to-last Business Day of each Scheduled Price Adjustment Month (including any month in which an Adjustment Date occurs), unless the Parties otherwise agree, the Parties shall endeavor, in good faith and in a commercially reasonable manner, to agree to adjusted Prices according to the procedures described in Schedule N. If any such adjusted Prices are agreed to prior to the second-to-last Business Day of such Scheduled Price Adjustment Month, the Parties will promptly confirm such agreement in writing, and such adjusted Price shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month. If the Parties are unable to agree prior to the second-to-last Business Day of such Scheduled Price Adjustment Month whether an adjustment to any of the Prices is appropriate or upon the amount of such adjustment, then Aron shall (in consultation with the Transaction Entities) promptly and in a commercially reasonable manner determine, in accordance with the procedures set forth in Section II(d) of Schedule N hereto, the amount, if any, by which one or more of the Prices are to be adjusted with respect to such Scheduled Price Adjustment Month. Promptly after making such determination, Aron shall advise the Transaction Entities whether any adjusted Prices are appropriate and the amount thereof and, if so, such adjusted Prices shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month.

4.3.3[Reserved].

4.3.4[Reserved].

4.3.5The Parties acknowledge that each such adjustment to the Prices shall apply only prospectively starting in the month following the Scheduled Price Adjustment Month and that successive adjustments may be made, in each case with the most recent adjustment superseding any prior adjustment on a going forward basis.

4.3.6Each time adjusted Prices become effective under Section 4.3.2 above, Aron shall determine the Price Adjustment Amount as provided on Schedule N and such amount shall be included in the Aggregate Monthly Product True-Up Amount that is incorporated into the Monthly True-Up Payment in the immediately following month.

4.4Hedging Activities. Any hedges, swaps, options, positions or any other instruments or strategies executed by any Party related in any way to the Products, shall be for the relevant Party’s own account (including with regard to the Aron Hedges, which shall be for Aron’s own account), and any Taxes and/or Liabilities incurred, directly or indirectly resulting from such activities, shall be borne exclusively by such relevant Party (provided that the foregoing shall not affect the treatment of Specified Unwind Costs pursuant to the express terms and conditions of Sections 3.8 or 18).

4.5[Reserved].

4.6The Parties agree that, notwithstanding anything in this Agreement to the contrary, (i) any written notice or written agreement contemplated by Section 4.3 above may be given by email in accordance with Section 24 (in the case of a notice) or implemented pursuant to a Schedule Change in accordance with Section 28.2.4 (in the case of an agreement) and (ii) to the extent such notice or agreement would amend or modify any item contained in a Schedule hereto, the giving of such notice or implementation of such Schedule Change as provided in clause (i) above shall constitute an amendment of, and be deemed to amend all applicable references in, such Schedule to reflect the item addressed in such notice or agreement, without any further action by the Parties.

4.7Inability to Determine LIBOR. In the event that any fee, charge or other payment or amount under the Transaction Documents is determined by reference to LIBOR and Aron determines that the provisions of this Section 4.7 have been implicated, the Parties shall endeavor to establish an alternate rate to replace LIBOR for all such purposes pursuant to the terms of this Section 4.7:

4.7.1If, prior to the last Business Day of any calendar quarter during the Term, Aron determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR for the following three months in the next calendar quarter, then Aron shall give notice (which may be telephonic) thereof to the Transaction Entities as promptly as practicable, whereupon, the Parties shall endeavor to establish an alternate rate of interest to LIBOR in accordance with Section 4.7.2.

4.7.2If at any time Aron determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 4.7.1 have arisen (including because the rate described in the definition of “LIBOR” is not available or published on a current basis) and such circumstances are unlikely to be temporary or (ii) the occurrence of a public statement or publication of information by or on behalf of the administrator of USD LIBOR, the regulatory supervisor for the administrator of USD LIBOR, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for USD LIBOR, a resolution authority with jurisdiction over the administrator for USD LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for USD LIBOR, announcing or stating that (a) such administrator has ceased to provide the USD LIBOR for three-month U.S. dollar deposits, permanently or indefinitely, then in either case of clauses (i) or (ii), Aron and the Transaction Entities shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for bilateral loans denominated in U.S. Dollars in the United States at such time, and Aron and the Transaction Entities shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

5.ADDITIONAL INCLUDED LOCATIONS

5.1From time to time after the Commencement Date, a Transaction Entity may notify Aron that such Transaction Entity wishes to add a third-party storage location as an Included Location for purposes of this Agreement. Following such notification, Aron shall promptly undertake a due diligence review of the proposed Included Location to reasonably determine whether Aron is prepared to hold Product inventory at such proposed Included Location. Aron shall be under no further obligation with respect to such proposed Included Location if Aron reasonably determines that, based on such due diligence review, it is not prepared to hold Product inventory at such proposed Included Location. Aron shall notify such Transaction Entity promptly after completing such due diligence review, but in any event shall reach a final decision and advise such Transaction Entity concerning the same within seven days of such Transaction Entity providing such notice to Aron.

5.2If Aron advises such Transaction Entity that Aron is prepared to hold Product inventory at such proposed Included Location, then such Transaction Entity may endeavor to negotiate and implement Required Storage Arrangements pursuant to which such Transaction Entity may transfer and assign to Aron such Transaction Entity’s (and/or its Affiliates’) right to use the proposed Included Location; provided that (a) upon and concurrently with implementing any Required Storage Arrangement, the Parties shall execute such amendments to this Agreement and/or the Exhibits and/or Schedules hereto as are necessary or appropriate to add such proposed Included Location as an Included Location hereunder, (b) to the extent requested by Aron, the Parties shall amend any other applicable Transaction Document to include any inventory transferred to Aron as a result of such assignment, designation or arrangement and (c) no change shall occur in the Minimum Inventory or the Maximum Inventory in connection with the implementation of such Required Storage Arrangements unless agreed to by Aron. Notwithstanding anything to the contrary in this Section 5.2, (i) each Transaction Entity shall nevertheless be free in its sole discretion to enter into storage agreements with third parties, provided that such storage agreements do not cover or relate to a location that is an Included Location and (ii) in the event that such proposed Included Location is not solely owned by a Transaction Entity, then the applicable Transaction Entity shall be required to negotiate and implement Required Storage Arrangements in form and substance reasonably satisfactory to Aron pursuant to which the applicable Transaction Entity shall be required to transfer and assign to Aron such Transaction Entity’s (and/or its Affiliates’) right to use the proposed Included Location.

5.3The Parties will cooperate in good faith with regard to the negotiation, preparation and execution of any Required Storage Arrangements upon commercially reasonable terms, in form and substance reasonably satisfactory to the applicable Transaction Entity and Aron.

5.4If any Required Storage Arrangements are entered into in connection with additional Included Locations and, thereafter, the applicable Transaction Entity shall materially fail to (i) perform its obligations under, (ii) comply with or (iii) maintain, in each case, such Required Storage Arrangements in effect, and, in each case, such Transaction Entity fails to cure or commence a cure any such failure within three Business Days after receiving written notice thereof from Aron, then, in each case, Aron may, in its reasonable discretion, require that such location be removed from the Included Locations and that such Transaction Entity, at the time such location is removed, purchase all Aron Inventory then located at such location on terms comparable to those that apply to a termination of this Agreement under Section 3.8.

5.5Without limiting the generality of the foregoing sections of Section 5, the Parties acknowledge and agree that the Supplemental Included Location, as of the Supplemental Amendment Effective Date, has been added as an Included Location hereunder. The Parties further acknowledge and agree that the purchase and sale of Supplemental Products contemplated by Schedule Q (as defined in the Original DCRC Inventory Intermediation Agreement) and the Supplemental Step-in Bill of Sale was consummated on the Supplemental Amendment Effective Date.

5.6Without limiting the generality of the foregoing sections of Section 5, the Parties acknowledge and agree that Schedule P sets forth additional terms and conditions applicable with respect to the CRC Included Locations and the CRC Product inventory from time to time held at the CRC Included Locations; provided that Schedule A, Schedule B and Schedule R shall be amended on and as of (x) the applicable CRC Joinder Effective

Date pursuant to Section 2.10.5 to reflect the addition of the CRC Products and the CRC Included Locations in connection with the purchase and sale of CRC Products contemplated by Schedule P and the CRC Step-in Bill of Sale, in each case, in accordance with the terms of Section 3.9.1 or (y) the applicable CRC Release Date pursuant to Section 2.11.4 to reflect the removal of the CRC Products and the CRC Included Locations in connection with the purchase and sale of CRC Products contemplated by Schedule P and the CRC Step-out Bill of Sale, in each case, in accordance with the terms of Section 3.9.2. The Parties further acknowledge and agree that to the extent the additional terms and conditions set forth in Schedule P with respect to the CRC Included Locations and the CRC Product inventory to be held in such CRC Included Locations are inconsistent with or conflict with any other terms and conditions in this Agreement, the terms and conditions set forth in Schedule P shall be controlling. The Parties acknowledge and agree that, in no event shall either of the Minimum Inventory or Maximum Inventory be amended as a result of the addition or removal of CRC Products or CRC Included Locations pursuant to the terms of this Agreement.

6.PRODUCT SALES & REPORTING

6.1Products Sales to Aron by the Transaction Entities. Aron agrees to purchase from each applicable Transaction Entity, and such Transaction Entity agrees to sell to Aron, the Products (i) produced by the respective Refinery or (ii) delivered to the respective Refinery, and, in each case, delivered by such Transaction Entity into the Included Locations (or otherwise held in any Included Location that is added to Schedule B pursuant to an amendment thereof as contemplated in Section 12, subject to the terms and conditions of this Agreement) at the values determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement (in each case, other than with regard to any Excess Quantities); provided that (i) Aron shall not be obligated at any time to purchase Products from such Transaction Entity if such purchase would result in Aron owning Products in any Product Group in the Included Locations in excess of the Maximum Inventory for such Product Group specified on Schedule E (as such Maximum Inventory is adjusted pursuant to Section 6.4) and (ii) Aron’s purchase obligation under this Section 6.1 shall be limited to the extent that it is unable to take delivery of Products as a result of such Transaction Entity’s failure to comply with the proviso in Section 6.2. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Parties agree that, at no time shall (i) the aggregate of all Maximum Inventories for all Product Groups exceed 6,700,000 Barrels and (ii) the aggregate of all Maximum Inventories for all Blendstock Product Groups exceed 1,000,000 Barrels.

6.2Products Sales to the Transaction Entities by Aron. Each applicable Transaction Entity agrees to purchase from Aron, and Aron agrees to sell to such Transaction Entity, the Products delivered out of the respective Included Locations (or otherwise held in any Included Location that is removed from Schedule B pursuant to an amendment thereof as contemplated in Section 12, subject to the terms and conditions of this Agreement) at the values determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement; provided that such Transaction Entity agrees that its purchases and receipt of Products from Aron shall be in sufficient quantities so that Aron shall, at all times during the Term, have available storage capacity in the Included Locations to take delivery of any Products to be sold by such Transaction Entity to Aron pursuant to Section 6.1.

6.3Daily Report of Inventory Volumes. On or prior to 5:00 p.m. EPT on each Business Day, the Transaction Entities shall deliver to Aron a report, in the form provided on Exhibit 11, setting forth a good faith estimate of the volumes of each Product (the “Inventory Volumes”) held in the Included Locations as of 11:59:59 p.m. EPT on the immediately prior Business Day and any prior, non-reported days (including holidays and weekends), including the total Aron Inventory levels as to each grade of Product, in each case based on the best available information, by applying the Volume Determination Procedures and any Tanks which pursuant to Section 9 have been substituted for other Tanks (the “Daily Report of Inventory Volumes”) (it being acknowledged and agreed that the Transaction Entities shall set forth in each applicable Daily Report of Inventory Volumes all such information about all Products and Product Groups that are contemplated to be the subject of (a) any purchase or sale transaction and/or (b) any calculation of an amount owed by any Party, in each case, under the terms of Sections 12.9 and 12.10).

6.4Excess Inventory Levels.

6.4.1If any Transaction Entity intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then such Transaction Entity shall use commercially reasonable efforts to notify Aron of such Transaction Entity’s intention prior to the Target Cutoff Date for such whole or partial month. If such Transaction Entity fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Section 6.4.4 shall apply.

6.4.2If, pursuant to Section 6.4.1, a Transaction Entity provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Aron shall promptly advise such Transaction Entity whether Aron accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 shall apply).

6.4.3If Aron accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Aron for such other whole or partial month as contemplated by Section 6.4.2.

6.4.4If Aron rejects an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level, in Aron’s discretion, will not be required to be purchased and paid for by Aron under this Agreement, notwithstanding being held at an Included Location. The Parties acknowledge and agree that Aron shall have title to any Excess Quantities held in any Included Location that holds Aron Inventory irrespective of whether Aron shall have paid for such Excess Quantities.

6.5Purchase Value of Products. The purchase value payable by Aron for any Product sold to it under Section 6.1 and by the applicable Transaction Entity for any Product sold to it under Section 6.2 shall be such amounts as are established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5.

6.6Ancillary Costs. Each Transaction Entity agrees to reimburse Aron for all Ancillary Costs incurred by Aron, subject to the provisions of this Section 6.6. Aron may demand such reimbursement from time to time and payment will be due as set forth in Section 12.5.2 after delivery to the Transaction Entities of the relevant Backup Certificate. All refunds or adjustments of any type received by Aron related to any Ancillary Costs shall be reflected in the Monthly True-Up Payment as provided in Section 12.5 below. Upon requesting reimbursement for Ancillary Costs, Aron will deliver to the Transaction Entities an officer’s certificate certifying as to the nature and amount of the relevant Ancillary Costs, and including the relevant invoices and other reasonable supporting evidence of such Ancillary Costs satisfactory to the Transaction Entities in their reasonable discretion (the “Backup Certificate”). This provision shall survive any termination of this Agreement.

7.PRODUCT SPECIFICATIONS, QUALITY & BLENDING

7.1Specifications. The Products sold and delivered to Aron shall conform to the typical properties set forth for each grade of Product listed on Schedule R, as amended by the Parties by mutual written agreement from time to time.

7.2Blending of Products at the Refineries. In its role as a “fuel manufacturer” and a “refiner” (as such terms are defined under 40 C.F.R. Part 79 and Part 80) each Transaction Entity shall be responsible for: (i) registering the respective Products and the respective Refinery with the EPA, (ii) designating all of the volumes of the respective Products that it may produce by refining and/or blending in accordance with EPA requirements, (iii) testing and certifying Product batches in accordance with EPA requirements, (iv) compliance with all applicable EPA recordkeeping and reporting requirements, (v) properly administering the product transfer document requirements of the EPA, (vi) meeting the renewable volume obligation compliance requirements as required under the RFS2 program and (vii) any and all other “fuel manufacturer” and “refiner” requirements set forth by the EPA under 40 C.F.R. Part 79 and Part 80. In all cases and for all Products, each Transaction Entity shall be solely entitled to all “renewable identification numbers” or “RINs” applicable to or associated with all Products under this Agreement.

8.TITLE, RISK OF LOSS & CUSTODY

8.1Transfer of Title.

8.1.1Title to Products purchased by Aron pursuant to the terms of this Agreement shall pass from the applicable Transaction Entity to Aron as the respective Product passes the inlet flange of the respective Tank (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) to which such Products are being delivered or upon the sale by the applicable Transaction Entity to Aron of Products held in any Included Location that is added to Schedule B pursuant to an amendment thereof as contemplated in Section 12.9, subject to the terms of this Agreement. All Products shall be delivered by the applicable Transaction Entity, at such Transaction Entity’s cost, to Aron into the respective Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5).

8.1.2Title to Products purchased by the applicable Transaction Entity pursuant to the terms of this Agreement shall pass from Aron to such Transaction Entity as the respective Products pass the outlet flange of the respective Tank (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) from which such Products are being delivered or upon the sale by Aron to the applicable Transaction Entity of Products held in any Included Location that is removed from Schedule B pursuant to an amendment thereof as contemplated in Section 12.9, subject to the terms of this Agreement. Provided that no Termination Event has occurred and is continuing with respect to any Transaction Entity, each applicable Transaction Entity shall be permitted to withdraw from the respective Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) and take delivery of the respective Product on any day, at any time and in any quantity. The withdrawal and receipt of any Product by the applicable Transaction Entity at the outlet flange of the respective Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) shall be on an “ex works” basis.

8.2Ownership. Aron shall own and have title to all of the Aron Inventory stored in the Included Locations. Each Transaction Entity, for itself and on behalf of its Affiliates, fully acknowledges Aron’s title to and interest in the Aron Inventory and further represents and warrants that neither it nor any of its Affiliates shall have any Lien on the Aron Inventory and waives any Lien held by it (if any) in the Aron Inventory.

8.3Transfer of Custody. The Transaction Entities shall maintain custody of all Products owned by Aron pursuant to the terms of this Agreement and shall be responsible for maintaining the insurance required of the Transaction Entities pursuant to Section 15. Each applicable Transaction Entity shall hold all Aron Inventory in the Included Locations solely as bailee. During the Term, neither any Transaction Entity nor any of its Affiliates shall (and each Transaction Entity shall not permit any of its Affiliates or any other person to) use any Aron Inventory for any purpose except as may be permitted by this Agreement. Solely in its capacity as bailee, each applicable Transaction Entity shall have custody of Aron Inventory from the time such Aron Inventory passes the inlet flange of the respective Tanks (including tanks at the Included Locations) until such time as such Aron Inventory passes the outlet flange of the respective Tanks (including tanks at the Included Locations).

8.4Refinery Operations. Each applicable Transaction Entity shall have and retain complete control of its respective Refinery and its maintenance and operations, including utilization or maintenance of all Included Locations (including all Tanks).

9.STORAGE

9.1Services. Each Transaction Entity hereby undertakes the following obligations with respect to the Services to be provided by such Transaction Entity under this Agreement, for and in consideration of the mutual covenants and undertakings set forth in this Agreement:

9.1.1It agrees, in accordance with the terms and conditions of this Agreement, to provide to Aron the Services at each respective Refinery and the respective Tanks.

9.1.2It shall comply with all Applicable Laws and any applicable safety guidelines, procedures or policies in connection with operations at each respective Refinery and the respective Tanks.

9.1.3It shall maintain the respective Tanks in accordance with Accepted Industry Practice.

9.2Tanks. Each Transaction Entity shall make available to Aron all of such Transaction Entity’s and its Affiliates’ rights to use the respective Tanks for the Term of this Agreement to store the Aron Inventory sold by such Transaction Entity to Aron pursuant to this Agreement. Aron may only store Aron Inventory that has been purchased from each applicable Transaction Entity pursuant to this Agreement in the respective Tanks. Notwithstanding anything in this Agreement to the contrary, each Transaction Entity, as the owner and the operator of the respective Tanks and each respective Refinery, retains the right to manage the utilization of such Tanks (including by removing from service, changing the type of Product service of, or otherwise replacing or substituting with alternate tankage, any of the Tanks listed on Schedule B), in its sole discretion and in accordance with Accepted Industry Practice; provided that such utilization management activities by the Transaction Entities do not prejudice Aron’s rights to the Aron Inventory hereunder and that the use of any alternate tankage shall be covered by all of the terms and conditions of this Agreement.

9.3No Commingling. No Transaction Entity shall store any Products owned by any Transaction Entity or any of its Affiliates or a third party in any Tank.

9.4Receipts Into and Deliveries Out of the Included Locations. From and after the Commencement Date, (i) Aron shall accept and receive Products delivered by each applicable Transaction Entity to Aron into the respective Included Locations in connection with each sale by such Transaction Entity to Aron pursuant to this Agreement and (ii) each applicable Transaction Entity shall withdraw Products from the respective Included Locations in connection with each sale by Aron to such Transaction Entity pursuant to this Agreement.

9.5Measurement. The quantity and quality of Products received into and delivered from the Included Locations, as well the quantity and quality of Aron Inventory in the Included Locations at any given time, shall be determined by applying the Volume Determination Procedures in accordance with the latest established API/ASTM standards, or other mutually agreed to specifications, and shall include tank heels and working inventory. All volumes shall be temperature corrected to 60° Fahrenheit in accordance with the latest supplement or amendment to the appropriate ASTM-IP Petroleum Measurement Tables. Each Transaction Entity shall calibrate the respective Tanks as needed and verify the

accuracy of the sampling and measurement equipment at each respective Refinery pursuant to applicable standards set by the API/ASTM, including the latest revisions thereto.

9.6Aron Inventory. The Transaction Entities shall be liable for contamination of the Aron Inventory, unless such contamination is due to Aron’s or its representative’s negligence or willful misconduct. As to contamination to the Aron Inventory for which the Transaction Entities are liable pursuant to this Section 9.6, the Transaction Entities shall promptly notify Aron of such contamination and the Parties shall account for any differences in the grade of the contaminated or downgraded Aron Inventory (including to the extent any such material no longer continues to meet the specifications for any Product for purposes hereof) pursuant to the volume determination, invoicing and payment procedures set forth in Sections 6.3, 12.1 and 12.5.

9.7Condition and Maintenance of Tanks.

9.7.1The execution of this Agreement by the Parties does not impose any obligation or responsibility on Aron in connection with: (i) any existing or future environmental condition at any Refinery, the Tanks and/or any related facilities (collectively, the “Facility”), including the presence of a regulated or hazardous substance on or in environment media at the Facility (including the presence in surface water, groundwater, soils or subsurface strata or air), including the subsequent migration of any such substance; (ii) any Environmental Law; (iii) the Required Permits; or (iv) any requirements arising under or relating to any Applicable Law pertaining or relating to the operation of the Facility, except to the extent of any Liabilities that are caused by the negligence or misconduct of Aron or its Representatives or are otherwise within the scope of Aron’s indemnification obligations under Sections 19.2 or 21.2, inclusive of when any Representatives of Aron are present at the Facility and cause a release or other event.

9.7.2Products may require the application of heat or steam by the Transaction Entities to maintain the same in a liquid free-flowing or pumpable state. The Transaction Entities agree to provide such required heat at the Transaction Entities’ expense. Recalibration, or strapping, of the Tanks may be performed from time to time in accordance with the terms of this Agreement. In the event that recalibration of meters, gauges or other measurement equipment is reasonably requested by Aron consistent with Accepted Industry Practice such as “strapping,” the Parties shall select a mutually agreeable U.S. Customs & Border Protection bonded, ISO-accredited independent petroleum inspection company to conduct such recalibration and Aron shall bear all costs associated therewith.

9.7.3A Transaction Entity may clean the respective Tanks during the Term of this Agreement for the following reasons: to perform maintenance, to perform inspections, in case of an emergency, to ensure product quality or as such Transaction Entity otherwise deems appropriate in accordance with Accepted Industry Practice. In the event of Tank cleaning pursuant to this Section 9.7.3, such Transaction Entity shall be responsible for the full cost of removing the Aron Inventory, cleaning the applicable Tanks and disposing of any contaminants. A Transaction Entity may identify substitute tank(s) for Aron during such time that a Tank is unavailable due to Tank cleaning pursuant to this Section 9.7 and the Parties shall cooperate with respect to the use of the same in a commercially reasonable manner. The transfer of the Aron Inventory from the unavailable Tank to the substitute tank, as well as any transfer from the substitute tank back to the original Tank or another tank, shall be at such Transaction Entity’s sole expense. Any such substitute tank(s) will be covered by the terms and conditions of this Agreement. The Transaction Entities shall, as provided in Section 6.3, notify Aron of all events and/or actions covered by or taken pursuant to this Section 9.7.3.

9.8Certain Covenants Relating to Storage.

9.8.1Each Transaction Entity agrees:

(i)that no loss allowances shall be applied to Aron Inventory held in the Included Locations; and

(ii)that, in the event of any Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of any Included Locations, the applicable Transaction Entity shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as such Transaction Entity deems appropriate or necessary and shall notify or arrange to notify Aron promptly of any such material spill, leak or discharge and of any such operations.

9.8.2Each Party agrees that it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Laws. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon their reasonable request. Each Party also shall promptly notify the other Parties of any material violation or alleged material violation of any Environmental Law relating to any Products stored in connection with this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Products.

9.8.3The Parties agree that a fee in an amount equal to $1 per calendar month during the Term of this Agreement shall be the amount owed by Aron to the Transaction Entities as rent for the use of the Tanks during the Term of this Agreement. Aron shall have the right to prepay any such amount at is sole discretion.

9.9Included Location Review and Vetting.

9.9.1Subject to Section 9.9.2 below, if at any time Aron determines that any Tanks or other facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks and pipeline facilities (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Aron hereunder or under any other Transaction Document, Aron may (after giving effect to Section 9.9.2) provide the applicable Transaction Entity notice of such failure so long as such failure is continuing and, if Aron provides such notice and such failure has not been cured or a cure has not been commenced to Aron’s reasonable satisfaction within 30 days after such notice is given, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are owned by such Transaction Entity, upon such date as Aron shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Aron in respect of any Products held in such Identified Facilities shall become due in accordance with the provisions of Section 12 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage Arrangement, the Parties shall endeavor as promptly as reasonably practicable and in good faith to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Aron deems necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Products at such Identified Facilities without impairing such Transaction Entity’s ability to utilize 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 Aron in respect of any Products held in such Identified Facilities shall become due in accordance with the provisions of Section 12 hereof.

9.9.2Aron’s rights under Section 9.9.1 above are subject to the following additional terms and conditions:

(i)Aron shall apply Aron’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 Aron in a similar manner;

(ii)If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Aron shall not require the removal of such Identified Facilities as Included Locations until the 120th day after giving the applicable Transaction Entity notice of such failure, (2) during such 120 day period, Aron shall consult with such Transaction Entity in good faith to determine whether based on further information provided by such Transaction Entity such Identified Facilities comply with Aron’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 Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to such Transaction Entity;

(iii)If within the 120 day period referred to in clause (ii)(2) above, such Transaction Entity has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as such Transaction Entity continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Aron will extend such 120 day period up to an additional 60 days to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to such Transaction Entity; and

(iv)If any Identified Facilities cease to be Included Locations pursuant to Section 9.9.1 above and thereafter Aron determines, in its reasonable, good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Aron shall promptly cooperate with such Transaction Entity to reestablish such Identified Facilities as Included Locations hereunder.

9.9.3Each Transaction Entity agrees that it will promptly notify Aron in writing of any Included Location that (i) such Transaction Entity removes from service, for any reason and if removal from service is anticipated to be more than 30 days or (ii) subject to the last sentence of this section, has had no bulk movements of Products during any period of 60 consecutive days or has otherwise been designated or categorized as no longer being active or in use for at least 60 consecutive days and has de minimis inventory and further agrees, in either such case, if requested by Aron in writing within 5 Business Days after receipt of such notice, that the parties shall, pursuant to Section 28.2.3, promptly remove the relevant Tank or other storage location from Schedule B so that it shall cease to constitute an Included Location for purposes hereof. If Aron requests that any such Tank or other storage location cease to be an Included Location, such change in status shall become effective in accordance with the procedures specified in Section 28.2.3. If any Tank or other storage location has ceased to be an Included Location pursuant to this Section 9.9.3 and thereafter such Tank or other storage location is returned to service or reactivated and Aron determines, in its reasonable good faith judgment, that such Tank or other storage location is compliant with Aron’s Policies and Procedures, then Aron shall promptly cooperate with such Transaction Entity to reestablish such tank as an Included Location pursuant to the procedures specified in Section 28.2.3. If notice is required for an Included Location under clause (ii) above, but such Transaction Entity intends to continue to use and maintain such Included Location in accordance with Acceptable Industry Practices, such Transaction Entity may state its intent in such notice, in which case Aron shall consult with such Transaction Entity regarding the status and intended use of such Included Location before deciding whether to request the removal of such Included Location pursuant to this section.

10.CERTAIN REPRESENTATIONS

10.1Each of the Parties intends and represents to each other Party that:

10.1.1each Party is (i) an “eligible contract participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended, (ii) a “forward contract merchant” in respect of the Safe Harbor Agreements as such term is defined in the Bankruptcy Code and used in Section 556 of the Bankruptcy Code and (iii) a “swap participant” (as such term is defined in the Bankruptcy Code and used in Section 560 of the Bankruptcy Code) in respect of the Safe Harbor Agreements;

10.1.2each purchase and sale of Product between them under any Safe Harbor Agreement is intended to constitute (i) a “forward contract” (as such term has meaning under the interpretations and guidance provided by the Commodity Futures Trading Commission and as such term is defined in the Bankruptcy Code and used in Section 556 of the Bankruptcy Code) and (ii) a “commodity forward agreement” as such term is used in the definition of “swap agreement” (as such term is defined in the Bankruptcy Code and used in Section 560 of the Bankruptcy Code);

10.1.3to the extent that any such purchase and sale of Product between them under any Safe Harbor Agreement is deemed to have any embedded volumetric optionality, (i) the Parties acknowledge and agree that (a) such embedded optionality is not intended to undermine the overall nature of such purchase and sale as a forward contract, (b) the predominant feature of such purchase and sale is actual delivery and (c) such embedded optionality cannot be severed and marketed separately from such purchase and sale, (ii) the seller thereunder acknowledges, agrees and represents that, at the time it enters into such purchase and sale, it shall intend to deliver the underlying relevant commodity if the embedded volumetric optionality is exercised, (iii) the buyer thereunder acknowledges, agrees and represents that, at the time it enters into such purchase and sale, it shall intend to take delivery of the underlying relevant commodity if the embedded volumetric optionality is exercised and (iv) each Party further acknowledges, agrees and represents that it is a commercial party and, at the time it enters into any such purchase and sale, such embedded volumetric optionality shall be primarily intended to address physical factors or regulatory requirements that reasonably influence demand for, or supply of, the relevant commodity;

10.1.4in the event any Party becomes Bankrupt, and to the extent permitted by Applicable Law, each Party intends that, (i) the Performing Party’s right to liquidate, collect, net and set off rights and obligations under the Safe Harbor Agreements, 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) the Performing Party 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, Products 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; and

10.1.5each Party intends to be a “master netting agreement participant” and for the Safe Harbor Agreements to constitute and to be deemed to be a “master netting agreement” for all purposes as each such term is defined in section 101(38A) of the Bankruptcy Code and as used in Section 561 of the Bankruptcy Code; and that the rights in Section 18 hereto include the rights referred to in section 561(a) of the Bankruptcy Code.

10.2Single Agreement. This Agreement and all transactions hereunder form a single integrated agreement between the Parties.

11.WARRANTIES

11.1Warranties of Title.

11.1.1Each of DCRC, PRC and PBFH warrants that on the Commencement Date, it shall transfer, or cause to be transferred, to Aron good and marketable title to the Initial Inventory (as defined in each of the Original Inventory Intermediation Agreements) free and clear of any Liens (other than inchoate tax Liens and/or as contemplated in the Intercreditor Agreement), and that it has full right and authority to transfer such title and effect delivery of such Initial Inventory to Aron. The Transaction Entities warrant that on each CRC Joinder Effective Date, CRC shall transfer, or cause to be transferred, to Aron good and marketable title to the Initial CRC Inventory free and clear of any Liens (other than inchoate tax Liens and/or as contemplated in the Intercreditor Agreement), and that it has full right and authority to transfer such title and effect delivery of such Initial CRC Inventory to Aron.

11.1.2Aron represents and warrants to the Transaction Entities and the applicable Transaction Entity represents and warrants to Aron that, as of each date of delivery of Products sold hereunder to any Transaction Entity (in the case where Aron is delivering such Products) or Aron (in the case where any Transaction Entity is delivering such Products), as applicable, it has good and marketable title to the Products sold and delivered pursuant to this Agreement, free and clear of any Liens (other than inchoate tax Liens) or as contemplated in the Intercreditor Agreement, and that it has full right and authority to transfer such title and effect delivery of such Products.

11.2Disclaimer of Warranties. EXCEPT FOR THE WARRANTY OF TITLE, AND EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 7.1 AND 17.3, THE PARTY SELLING PRODUCT HEREUNDER MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

12.PRICING & PAYMENT

12.1Interim Payment and Netting.

12.1.1For each Production Week during the period from and after the Third Restatement Effective Date through and including the Flow Date of November 22, 2021 (as indicated on Schedule I) (such period, the “Pre-Adjustment Date Period”), Aron shall provide the Transaction Entities with a net settlement statement setting forth:

(i)the “Weekly Net Volume” and (ii) the “Weekly Product Value,” which may be a positive or negative number; and

(ii)the aggregate of the Weekly Product Values for all Product Groups (the “Total Weekly Product Value”); provided that if the Total Weekly Product Value is a positive number it shall represent an amount due from the Transaction Entities to Aron and if the Total Weekly Product Value is a negative number, the absolute value thereof shall represent an amount due from Aron to the Transaction Entities.

As used herein, “Weekly Net Volume” and “Weekly Product Value” shall be calculated as follows:

(1)Using the Daily Report of Inventory Volumes provided by the Transaction Entities, Aron will calculate the “Daily Net Volume” for all Aron Inventory at the Included Locations as follows: the Inventory Volumes for the prior reported day, minus the Inventory Volumes for such day. The “Weekly Net Volume” shall be equal to the sum of the Daily Net Volumes by Product Group for each day in the Production Week.

(2)For each Product Group, the “Weekly Product Value” shall be an amount equal to (a) the Weekly Net Volume for such Product Group multiplied by (b) the applicable Weekly Product Benchmark for such Product Group.

12.1.2For each Production Day during the period from and after the Flow Date of November 23, 2021 (as indicated on Schedule I) until the Expiration Date (such period, the “Post-Adjustment Date Period”), Aron shall provide the Transaction Entities with a net settlement statement setting forth:

(i)the “Daily Net Volume” and (ii) the “Daily Product Value,” which may be a positive or negative number; and

(ii)the aggregate of the Daily Product Values for all Product Groups (the “Total Daily Product Value”); provided that if the Total Daily Product Value is a positive number it shall represent an amount due from the Transaction Entities to Aron and if the Total Daily Product Value is a negative number, the absolute value thereof shall represent an amount due from Aron to the Transaction Entities.

As used herein, Daily Net Volume and the “Daily Product Value” shall be calculated as follows:

(1)Using the Daily Report of Inventory Volumes provided by the Transaction Entities, Aron will calculate the Daily Net Volume for all Aron Inventory at the Included Locations.

(2)For each Product Group, the “Daily Product Value” shall be an amount equal to (a) the Daily Net Volume for such Product Group, multiplied by (b) the applicable Daily Product Benchmark for such Product Group.

12.1.3On or before 2:00 p.m. EPT on each applicable “Invoice Date” set forth on Schedule I, Aron shall provide the Transaction Entities with a statement setting forth:

(i)(i) in the case of any “Invoice Date” set forth on Schedule I during the Pre-Adjustment Date Period, the Total Weekly Product Value, together with a reasonably detailed summary of the calculations made by Aron pursuant to Section 12.1.1 to determine such amount or (ii) in the case of any “Invoice Date” set forth on Schedule I during the Post-Adjustment Date Period, the Total Daily Product Value, together with a reasonably detailed summary of the calculations made by Aron pursuant to Section 12.1.2 to determine such amount;

(ii)any outstanding interest that accrues pursuant to Section 12.4; and

(iii)the current Margin Amount applicable for such day and any incremental amount required to be delivered by the Transaction Entities to Aron or returned by Aron to the Transaction Entities in accordance with the terms of this Agreement; and

(iv)any other amounts due and payable as of such day, or outstanding amounts payable prior to such day, under this Agreement, including any Schedule hereto and as provided for in Sections 12.8, 12.9 and 12.10 (the aggregate net amount payable, without duplication, the “Interim Net Payment Amount”).

If the Interim Net Payment Amount is positive, it shall be due from the Transaction Entities to Aron and if the Interim Net Payment Amount is negative, the absolute value thereof shall be due from Aron to the Transaction Entities.

12.1.4In the event that (i) the Transaction Entities owe the Interim Net Payment Amount, the Transaction Entities shall pay such amount to Aron and (ii) Aron owes the Interim Net Payment Amount, Aron shall pay such amount to the Transaction Entities, in each case, on or prior to the applicable “Payment Date” set forth on Schedule I, subject to Section 12.3; provided, however, that if such payment is due from the Transaction Entities to Aron and Aron failed to deliver the statement required pursuant to Section 12.1.3 by 2:00 p.m. EPT on the applicable “Invoice Date” set forth on Schedule I, then such Interim Net Payment Amount shall not be

due and payable until the next Business Day following the applicable “Payment Date” set forth on Schedule I.

12.1.5Supplemental Product volumes (a) will be included in the calculation of Interim Net Payment Amount commencing with the Production Week ending on April 1, 2019, provided that the Supplemental Product volumes for March 26, 27 and 28, 2019 shall be deemed to be equal to the Supplemental Product volume for March 29, 2019; and (b) thereafter until the Supplemental Release Date, for all subsequent Production Weeks, will be determined and incorporated into the calculation of the Interim Net Payment Amount in the same manner as other Product volumes.

12.1.6CRC Product volumes will (a) be included in the calculation of Interim Net Payment Amount commencing with the Production Day starting on the applicable CRC Joinder Effective Date; and (b) thereafter, for all subsequent Production Days during the continuation of the CRC Joinder Period associated with such CRC Joinder Effective Date, be determined and incorporated into the calculation of the Interim Net Payment Amount in the same manner as other Product volumes; provided, however that CRC Product volumes shall be incorporated in the calculation of Interim Net Payment Amounts pursuant to this Section 12.1.6 solely in respect of any CRC Joinder Period.

12.2Payments. Unless otherwise set forth herein, 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. All payments shall be deemed received on the Business Day on which same day funds therefor are received by the payee. Payments received after any applicable time set forth in this Agreement on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business Day. Except as otherwise expressly provided in this Agreement, all payments by the Transaction Entities or Aron shall be made in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims which (i) Aron may now have or hereafter acquire against the Transaction Entities or (ii) the Transaction Entities may now have or hereafter acquire against Aron, as applicable, and in each case, whether pursuant to the terms of this Agreement or otherwise, except as expressly provided herein.

12.3Disputed Invoices. If an invoiced Party in good faith disputes the accuracy of the amount invoiced, the invoiced Party shall pay such amount as it in good faith believes to be correct and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

12.4Interest on Late Payments. Notwithstanding anything to the contrary herein or in any other Transaction Document, (i) in the case of Aron, upon the occurrence and during the continuance of any Event of Default with respect to Aron and (ii) in the case of any Transaction Entity, upon the occurrence and during the continuance of any Termination Event with respect to such Transaction Entity as the Defaulting Party or the Affected Party, as applicable, in each case, interest shall accrue on any unpaid amounts (including any accelerated amounts) owed by Aron or the Transaction Entities, as applicable, under the Transaction Documents at the Default Interest Rate from the date of the occurrence of such Event of Default or Termination Event, as applicable, until such amount is actually received by the Party or Parties to whom it is payable, and, without duplication, shall be payable on demand, in each case, whether or not such interest is allowed or allowable in any insolvency or liquidation proceeding. Payment or acceptance of the increased rates of interest provided for in this Section 12.4 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default with respect to Aron or any Termination Event with respect to any Transaction Entity or otherwise prejudice or limit any rights or remedies of Aron or the Transaction Entities hereunder.

12.5Monthly True-Up Payment. Aron shall use commercially reasonable efforts to calculate in accordance with Schedule G and provide to the Transaction Entities on the applicable “True Up Date” set forth on Schedule I, the Monthly True-Up Statement, showing the net true up amount due from (i) the Transaction Entities to Aron or (ii) Aron to the Transaction Entities, as applicable (the “Monthly True-Up Payment”), which shall include the following amounts (without duplication):

12.5.1the Aggregate Monthly Product True-Up Amount; plus

12.5.2the Ancillary Costs for such month not otherwise paid or satisfied hereunder pursuant to Section 6.6, and as evidenced in the relevant Backup Certificate; and plus or minus, as applicable,

12.5.3any other adjustments to amounts payable by (i) the Transaction Entities to Aron or (ii) Aron to the Transaction Entities pursuant to this Agreement.

12.6Monthly True-Up Invoicing and Payment. If the amount of the Monthly True-Up Payment is a positive number, such amount shall be due from the Transaction Entities to Aron, and if the amount of the Monthly True-Up Payment is a negative number, then the absolute value thereof shall be due from Aron to the Transaction Entities. In the event that (i) the Transaction Entities owe the Monthly True-Up Payment and (ii) Aron owes the Monthly True-Up Payment, the Transaction Entities or Aron, as applicable, shall pay such amount as shown on the Monthly True-Up Statement to the other Party or Parties on or prior to 5:00 p.m. EPT on the second Business Day following Aron’s delivery to the Transaction Entities of the Monthly True-Up Statement and all related supporting documentation, subject to Section 12.3.

12.7Determination of Brent Benchmark Amount. In connection with determining Prices for each Scheduled Price Adjustment Month in accordance with the terms of Section 4.3, Aron shall, in good faith and in a commercially reasonable manner, determine the Brent Benchmark Amount.

12.8Margin Amount.

(a) In the event that, at any time from and after the Adjustment Date, the Surplus Availability of the Transaction Entities is less than the applicable Minimum Surplus Availability Required Amount for at least twenty (20) consecutive calendar days (any such period in which the Surplus Availability has been less than the applicable Minimum Surplus Availability Required Amount for at least twenty (20) consecutive calendar days and a Surplus Availability Reinstatement has not occurred, a “Surplus Availability Trigger Period”), then the Transaction Entities shall (i) pay to Aron an aggregate amount equal to the current Margin Amount on the second (2nd) Business Day following such twentieth (20th) consecutive calendar day and (ii) maintain an amount equal to the current Margin Amount on deposit with Aron at all times during such Surplus Availability Trigger Period, in each case, (x) as reflected in statements contemplated to be delivered by Aron and setting forth the applicable Margin Amount pursuant to Section 12.1.3 and (y) subject in any event to Sections 12.8(c), (d) and (e).

(b) In the event that, at any time from and after the date of this Agreement any of the Transaction Entities incurs, creates, assumes or guaranties any Specified Indebtedness (other than in connection with a Refinancing of any Senior Notes and/or the Revolving Credit Agreement) and, as of the time of such incurrence, creation, assumption or guaranty (either before or after giving effect thereto), if both of the following events or conditions described in clauses (x) and (y) occur: (x) the ratings assigned to any Senior Notes, or any applicable Refinancing of such Senior Notes, are (or would be) lower than B3 (or its then-current equivalent) by Moody’s Investors Service, Inc. (or any successor rating agency thereto) and B (or its then-current equivalent) by Standard & Poor’s Ratings Service (or any successor rating agency thereto), as rated by both such rating agencies and (y) at the time of such incurrence, creation, assumption or guaranty, the Transaction Entities have not delivered an officer’s certificate to Aron certifying that (A) the ratings assigned to such Senior Notes, or any applicable Refinancing of such Senior Notes, have actually been issued an upgrade (as compared to such ratings as of the time immediately prior to such incurrence, creation, assumption or guaranty) by either Moody’s Investors Service, Inc. (or any successor rating agency thereto) or Standard & Poor’s Ratings Service (or any successor rating agency thereto) as a result of such incurrence, creation, assumption or guaranty and (B) such ratings by Standard & Poor’s Ratings Service (or any successor rating agency thereto), in the case where such upgrade was actually issued by Moody’s Investors Service, Inc. (or any successor rating agency thereto), or Moody’s Investors Service, Inc. (or any successor rating agency thereto), in the case where such upgrade was actually issued by Standard & Poor’s Ratings Service (or any successor rating agency thereto), as applicable, are no lower (after giving effect to such incurrence, creation, assumption or guaranty) than as of the time immediately prior to such incurrence, creation, assumption or guaranty, (clauses (x) and (y), collectively, a “Senior Debt Ratings Trigger Event”), then the Transaction Entities shall (i) pay to Aron an aggregate amount equal to the current Margin Amount on the second (2nd) Business Day following such incurrence, creation, assumption or guaranty; provided that, solely in the event that net cash proceeds are contemplated to be received by the Transaction Entities on the date of any incurrence,

creation, assumption or guaranty of such Specified Indebtedness, in no event shall such payment pursuant to this Section 12.8(b) be required to be made earlier than two (2) Business Days following receipt by the Transaction Entities of such net cash proceeds of such Specified Indebtedness, and (ii) maintain an amount equal to the current Margin Amount on deposit with Aron at all times after which such Senior Debt Ratings Trigger Event has occurred, in each case, (x) as reflected in statements contemplated to be delivered by Aron pursuant to Section 12.1.3 and setting forth the applicable Margin Amount and (y) subject in any event to Sections 12.8(c), (d) and (e). Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, for all purposes of the Transaction Documents from and after the date on which any Senior Debt Ratings Trigger Event has occurred it shall at all times be deemed to be continuing unless and until such time as a Senior Debt Ratings Benchmark Achievement occurs.

(c) Under no circumstance will any Margin Amount required to be posted by the Transaction Entities pursuant to both of Section 12.8(a) and (b) of this Agreement require that the Transaction Entities post to Aron an amount of additional margin in excess of the then current Margin Amount at any time, and any Margin Amount that would otherwise be required to be posted will be limited to such maximum amount.

(d) Daily fluctuations in the Margin Amount shall be calculated by Aron and set forth in each statement delivered by Aron pursuant to Section 12.1.3 and, for the avoidance of doubt, so long as the Transaction Entities deliver and post to Aron any incremental amounts specified in each such statement such that the aggregate amount posted to Aron equals the then current Margin Amount, they shall be deemed to be in compliance with the requirement to have posted to Aron an amount equal to the then current Margin Amount at all times during any Surplus Availability Trigger Period or after which a Senior Debt Ratings Trigger Event has occurred and is continuing.

(e) In the event that:

(i) a Surplus Availability Trigger Period exists but, subsequent to the commencement of such Surplus Availability Trigger Period, the Surplus Availability of the Transaction Entities is equal to or greater than the then applicable Minimum Surplus Availability Required Amount for at least twenty (20) consecutive calendar days and the Transaction Entities provide to Aron written notice and reasonably satisfactory evidence of the same (such occurrence, a “Surplus Availability Reinstatement”), then, so long as a Senior Debt Ratings Trigger Event has not occurred and is continuing, Aron shall return to the Transaction Entities an amount equal to the Margin Amount then posted to Aron by reflecting such return of the Margin Amount in a statement contemplated to be delivered by Aron pursuant to Section 12.1.3 on or prior to the fifth (5th) Business Day following such Surplus Availability Reinstatement; and

(ii) a Senior Debt Ratings Trigger Event occurred but all Senior Notes, including any Refinancing of any such Senior Notes, are subsequently rated higher than B3 (or its then-current equivalent) by Moody’s Investor Service, Inc. (or any successor rating agency thereto) and B (or its then-current equivalent) by Standard & Poor’s Service (or any successor rating agency thereto) and the Transaction Entities provide Aron with written notification of the same (such occurrence, a “Senior Debt Ratings Benchmark Achievement”), then, so long as a Surplus Availability Trigger Period does not then exist, Aron shall return to the Transaction Entities an amount equal to the Margin Amount then posted to Aron by reflecting such return of the Margin Amount in a statement contemplated to be delivered by Aron pursuant to Section 12.1.3 on or prior to the fifth (5th) Business Day following such Senior Debt Ratings Benchmark Achievement.

12.9Adjustment Date Settlements. In connection with the adjustments contemplated hereunder to occur on and as of the Adjustment Date, Aron shall determine in a commercially reasonable manner any payments required to be made by Aron to the Transaction Entities or the Transaction Entities to Aron, as applicable, to compensate for the change in certain terms (including with respect to certain Schedules hereto) on and as of such Adjustment Date and, promptly after making such determination (or as otherwise provided herein), Aron shall reflect all such payments and the net payment resulting therefrom in a statement required pursuant to Section 12.1.3, which shall be due from one Party or Parties to the other Party or Parties, in each case, as provided in this Section 12.9, or for amounts not covered under this Section 12.9, no later than the first (1st) Business Day following the date on which such statement is issued.

12.9.1DCRC Adjustment Date Procedures (Step-out). Without limiting the generality of Section 12.9, it is agreed that, in connection with the Adjustment Date, Aron shall in a commercially reasonable manner calculate, and either Aron or the Transaction Entities, as applicable, shall be obligated to make, the payments provided for below:

12.9.1.1With respect to each Product Group of DCRC Products (prior to taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the Estimated DCRC Step-out Product Amount shall be due from the Transaction Entities to Aron;

As used herein, “Estimated DCRC Step-out Product Amount” means the sum of, for all Product Groups of DCRC Products (prior to taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the amount resulting from the following multiplication in respect of each such Product Group: the product of (a) the Estimated Step-out Product Benchmark (as defined in Schedule C) for such Product Group, multiplied by (b) the end-of-day inventories of DCRC Products as of, and reported for, November 23, 2021 for such Product Group.

12.9.1.2The Estimated DCRC Step-out Product Amount shall be included in the statement issued by Aron pursuant to Section 12.1.3 on November 26, 2021 and shall be included in the Interim Net Payment Amount due on November 29, 2021;

12.9.1.3In connection with the calculation of the Estimated DCRC Step-out Product Amount, Aron shall calculate any additional amount due from the Transaction Entities to Aron or from Aron to the Transaction Entities, as applicable, as a result of provisionally closing out the related FIFO balance based on the Target Product Inventory for the month of November 2021. If any such amount is determined to be due, it will be invoiced and payable concurrently with the related Estimated DCRC Step-out Product Amount;

12.9.1.4If (a) the Actual DCRC Step-out Product Amount exceeds the amount of the Estimated DCRC Step-out Product Amount, then the Transaction Entities shall pay to Aron the amount of the resulting excess and (b) the amount of the Actual DCRC Step-out Product Amount is less than the amount of the Estimated DCRC Step-out Product Amount, then Aron shall pay to the Transaction Entities the absolute value of the resulting difference.

As used herein, the “Actual DCRC Step-out Product Amount” means the sum of, for all Product Groups of DCRC Products (prior to taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the amount resulting from the following multiplication in respect of each such Product Group: the product of (a) the Actual Step-out Product Benchmark (as defined in Schedule C) for such Product Group, multiplied by (b) the end-of-day inventories of DCRC Products as of, and reported for, November 30, 2021 for such Product Group.

12.9.1.5The amounts determined under Section 12.9.1.1 shall be included in the statement issued by Aron pursuant to Section 12.1.3 on December 3, 2021 and shall be included in the Interim Net Payment Amount due on December 6, 2021; and

12.9.1.6In connection with the calculation of the Actual DCRC Step-out Product Amount, Aron shall calculate any additional amount due from the Transaction Entities to Aron or from Aron to the Transaction Entities, as applicable, as a result of closing out the related FIFO balance based on the Target Product Inventory for the month of November 2021. If any such amount is determined to be due, it will be invoiced and payable concurrently with the related Actual DCRC Step-out Product Amount; provided that such amount shall be netted against or aggregated with any amount paid under Section 12.9.1.3 so that, as a result, the Party or Parties obligated to pay such amount shall have done so after giving effect to such netting or aggregation.

12.9.2PRC Adjustment Date Procedures (Step-out). Without limiting the generality of Section 12.9, it is agreed that, in connection with the Adjustment Date, Aron shall in a commercially reasonable manner calculate, and either Aron or the Transaction Entities, as applicable, shall be obligated to make, the payments provided for below:

12.9.2.1With respect to each Product Group of PRC Products (prior to taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the Estimated PRC Step-out Product Amount shall be due from the Transaction Entities to Aron;

As used herein, the “Estimated PRC Step-out Product Amount” means the sum of, for all Product Groups of PRC Products (prior to taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the amount resulting from the following multiplication in respect of each such Product Group: the product of (a) the Estimated Step-out Product Benchmark (as defined in Schedule C) for such Product Group, multiplied by (b) the end-of-day inventories of PRC Products as of, and reported for, November 23, 2021 for such Product Group.

12.9.2.2The Estimated PRC Step-out Product Amount shall be included in the statement issued by Aron pursuant to Section 12.1.3 on November 26, 2021 and shall be included in the Interim Net Payment Amount due on November 29, 2021;

12.9.2.3In connection with the calculation of each Estimated PRC Step-out Product Amount, Aron shall calculate any additional amount due from the Transaction Entities to Aron or from Aron to the Transaction Entities, as applicable, as a result of provisionally closing out the related FIFO balance based on the Target Product Inventory for the month of November 2021. If any such amount is determined to be due, it will be invoiced and payable concurrently with the related Estimated PRC Step-out Product Amount;

12.9.2.4If (a) the Actual PRC Step-out Product Amount exceeds the amount of the Estimated PRC Step-out Product Amount, then the Transaction Entities shall pay to Aron the amount of the resulting excess and (b) the amount of the Actual PRC Step-out Product Amount is less than the amount of the Estimated PRC Step-out Product Amount, then Aron shall pay to the Transaction Entities the absolute value of the resulting difference;

As used herein, the “Actual PRC Step-out Product Amount” means the sum of, for all Product Groups of PRC Products (prior to taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the amount resulting from the following multiplication in respect of each such Product Group: the product of (a) the Actual Step-out Product Benchmark (as defined in Schedule C) for such Product Group, multiplied by (b) the end-of-day inventories of PRC Products as of, and reported for, November 30, 2021 for such Product Group.

12.9.2.5The amounts determined under Section 12.9.2.4 shall be included in the statement issued by Aron pursuant to Section 12.1.3 on December 3, 2021 and shall be included in the Interim Net Payment Amount due on December 6, 2021; and

12.9.2.6In connection with the calculation of the Actual PRC Step-out Product Amount, Aron shall calculate any additional amount due from the Transaction Entities to Aron or from Aron to the Transaction Entities, as applicable, as a result of closing out the related FIFO balance based on the Target Product Inventory for the month of November 2021. If any such amount is determined to be due, it will be invoiced and payable concurrently with the related Actual PRC Step-out Product Amount; provided that such amount shall be netted against or aggregated with any amount paid under Section 12.9.2.3 so that, as a result, the Party or Parties obligated to pay such amount shall have done so after giving effect to such netting or aggregation.

12.9.3Adjustment Date Procedures for East Coast Product Groups (Step-in). Without limiting the generality of this Section 12.9, it is agreed that, in connection with the Adjustment Date, Aron shall in a commercially reasonable manner calculate, and Aron shall be obligated to make the payments provided for below:

12.9.3.1With respect to each East Coast Product Group (after taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the Estimated East Coast Product Group Step-in Amount shall be due from Aron to the Transaction Entities;

As used herein, “Estimated East Coast Product Group Step-in Amount” means the sum of, for all East Coast Product Groups (after taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the amount resulting from the following multiplication in respect of each such East Coast Product Group: the product of (a) the Estimated Step-in Product Benchmark (as defined in Schedule C) for such East Coast Product Group, multiplied by (b) the end-

of-day inventories of such East Coast Product Group as of, and reported for, November 23, 2021.

12.9.3.2The Estimated East Coast Product Group Step-in Amount shall be included in the statement issued by Aron pursuant to Section 12.1.3 on November 26, 2021 and shall be included in the Interim Net Payment Amount due on November 29, 2021;

12.9.3.3If (a) the Actual East Coast Product Group Step-in Amount exceeds the amount of the Estimated East Coast Product Group Step-in Amount, then Aron shall pay to the Transaction Entities the amount of the resulting excess and (b) the amount of the Actual East Coast Product Group Step-in Amount is less than the amount of the Estimated East Coast Product Group Step-in Amount, then the Transaction Entities shall pay to Aron the absolute value of the resulting difference; and.

As used herein, the “Actual East Coast Product Group Step-in Amount” means the sum of, for all East Coast Product Groups (after taking into account any amendments to Schedules to be effectuated in connection with the Adjustment Date), the amount resulting from the following multiplication in respect of each such East Coast Product Group: the product of (a) the Actual Step-in Product Benchmark (as defined in Schedule C) for such East Coast Product Group, multiplied by (b) the end-of-day inventories of such East Coast Product Group as of, and reported for, November 30, 2021.

12.9.3.4The amounts determined under Section 12.9.3.3 shall be included in the statement issued by Aron pursuant to Section 12.1.3 on December 3, 2021 and shall be included in the Interim Net Payment Amount due on December 6, 2021.

12.10DCRC Expiration Date Settlements. In connection with the transactions contemplated hereunder to occur on and as of DCRC Expiration Date, Aron shall determine in a commercially reasonable manner any payments required to be made by the Transaction Entities to Aron in connection with the sale by Aron of all DCRC Products as contemplated by Section 3.10 and the DCRC Step-out Bill of Sale on and as of the DCRC Expiration Date and, promptly after making such determination (or as otherwise provided herein), Aron shall reflect all such payments in a statement required pursuant to Section 12.1.3, which shall be due from the Transaction Entities to Aron, as provided in this Section 12.10, or for amounts not covered under this Section 12.10, no later than the first (1st) Business Day following the date on which such statement is issued.

12.10.1 Without limiting the generality of Section 12.10, it is agreed that, in connection with the DCRC Expiration Date, Aron shall in a commercially reasonable manner calculate, and the Transaction Entities shall be obligated to make, the payments provided for below:

12.10.1.1With respect to each Product Group of DCRC Products, the Estimated DCRC Expiration Step-out Amount shall be due from the Transaction Entities to Aron;

As used herein, the “Estimated DCRC Expiration Step-out Amount” means, the sum of, for all Product Groups of DCRC Products, the amount resulting from the following multiplication in respect of each such Product Group: the product of (a) the Daily Product Benchmark (as defined in Schedule C) for such Product Group, multiplied by (b) the end-of-day inventories of DCRC Products as of, and reported for, June 24, 2024 for such Product Group.

12.10.1.2The Estimated DCRC Expiration Step-out Amount shall be included in the statement issued by Aron pursuant to Section 12.1.3 on June 27, 2024 and shall be included in the Interim Net Payment Amount due on June 28, 2024; and

12.10.1.3The Estimated DCRC Expiration Step-out Amount shall be included in the Monthly True-Up Statement issued by Aron in respect of June 2024 and as part of the applicable Monthly True-Up Payment as provided therein; provided that the Estimated DCRC Expiration Step-out Amount shall be netted against or aggregated with any amount paid in connection with such Monthly True-Up Payment in accordance with the terms of Section 12.5, so that, as a result, the Transaction Entities obligated to pay the Estimated DCRC Expiration Step-out Amount shall have done so after giving effect to such netting or aggregation.

13.FINANCIAL INFORMATION; NOTIFICATIONS; CREDIT SUPPORT

13.1Provision of Financial Information. The Transaction Entities shall provide Aron, and Aron shall provide to the Transaction Entities, (i) within 120 days following the end of each of its fiscal years, (a) a copy of (x) in the case of Aron, the annual report, containing audited consolidated financial statements of Aron and its consolidated subsidiaries for such fiscal year certified by independent certified public accountants and (y) in the case of the Transaction Entities, the annual report, containing audited consolidated financial statements of PBFH and its consolidated subsidiaries for such fiscal year, accompanied by an opinion of its independent certified public accountants (which opinion shall not be qualified as to scope or contain any going concern or other qualification, other than any going concern or qualification with respect to the Expiration Date, the regularly scheduled maturity date of the Revolving Commitments (as defined in the Revolving Credit Agreement, as in effect as of the First Amendment Effective Date), including, without limitation, the Tranche A Revolving Commitments (as defined in the Revolving Credit Agreement, as in effect as of the First Amendment Effective Date) or the Senior Notes or as a result of a potential breach (but not any actual breach) of any financial maintenance covenant (including, without limitation, Section 6.09 of the Revolving Credit Agreement) and (b) the balance sheet, statement of income and statement of cash flow of PBFH or Aron, as applicable, for such

fiscal year, as reviewed by PBFH’s or Aron’s, as applicable, independent certified public accountants, and (ii) within 90 days after the end of its first three fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited consolidated financial statements of PBFH or Aron, as applicable, and its consolidated subsidiaries for such fiscal quarter; provided that so long as PBF or The Goldman Sachs Group, Inc., as applicable, is required to make public filings of its quarterly (on form 10-Q) and annual (on form 10-K) 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 Transaction Entities or Aron, as applicable, will not be required to provide such annual or quarterly financial reports to the other Party.

13.2Additional Information. Upon reasonable notice, the Transaction Entities shall provide to Aron, and Aron shall provide to the Transaction Entities, such additional information as Aron or the Transaction Entities, as applicable, may reasonably request to enable it to ascertain the current financial condition of the Transaction Entities or Aron, as applicable; provided, however, that no Party shall be required to disclose any information in violation of applicable Law.

13.3Notifications. Each of Aron and the Transaction Entities shall notify the other Party or Parties in writing within two (2) Business Days of learning of any of the following events:

13.3.1any Event of Default or Additional Termination Event, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

13.3.2any event that is reasonably expected to be a Material Adverse Change with respect to such Party;

13.3.3any Transaction Entity, its Guarantor or any Specified Subsidiary consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to another person; provided that no such notification shall be required in the case where any Specified Subsidiary consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to another Specified Subsidiary or a Transaction Entity;

13.3.4in the case of each of DCRC, PRC, PBFH and solely during any CRC Joinder Period, CRC,

(i)its binding agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any person (including an Affiliate) an option to acquire, in one transaction or a series of related transactions, all or substantially all of the assets of any Refinery;

(ii)any labor disturbances at any Refinery that are reasonably likely to adversely and materially impact the use of the Tanks;

(iii) notice of any (x) material “Default” and/or (y) “Event of Default” under the Revolving Credit Agreement (each as defined therein); or

(iv)a final judicial or administrative judgment against it that individually or in the aggregate is in excess of $115,000,000; and

13.3.5either (x) a Guarantor of any Transaction Entity or (y) a Specified Subsidiary becomes or is Bankrupt.

13.3.6Reporting of Surplus Availability. Upon Aron’s request (a “Surplus Availability Request”), (which shall, in no event, exceed one time during any given calendar week), the Transaction Entities shall promptly deliver an email to Aron specifying, as of the date thereof, the amount of Surplus Availability and whether the Surplus Availability is equal to or greater than the applicable Minimum Surplus Availability Required Amount (a “Surplus Availability Notification”); provided that in no event shall Aron make a Surplus Availability Request more than twice in any consecutive 4 week period as long as the latest Surplus Availability Notification provided to Aron indicated that Surplus Availability was greater than 15% above the Minimum Surplus Availability Required Amount.

13.4Credit Support Guaranties.

13.4.1As security for the prompt payment and performance in full when due of Aron’s obligations under this Agreement, Aron shall cause its Guarantor to (i) deliver to the Transaction Entities on or prior to the Third Restatement Effective Date its Guaranty in form and substance reasonably acceptable to the Transaction Entities and (ii) maintain such Guaranty in effect for the Term hereof.

13.4.2As security for the prompt payment and performance in full when due of Transaction Entities’ obligations under this Agreement, the Transaction Entities shall cause their Guarantor to (i) deliver to Aron on or prior to the Third Restatement Effective Date their Guaranty in form and substance reasonably acceptable to Aron and (ii) maintain such Guaranty in effect for the Term hereof.

13.4.3As security for the prompt payment and performance in full when due of Transaction Entities’ obligations under this Agreement, the Transaction Entities shall cause the Specified Subsidiaries to (i) deliver to Aron on or prior to the Third Restatement Effective Date the Specified Agreement in form and substance reasonably acceptable to Aron and (ii) except for releases expressly provided in such Specified Agreement or elsewhere herein, maintain the Specified Agreement in effect for the Term hereof.

13.5True Sale and Back-up Security Interest. Each of the Parties intends that each of the purchase and sale transactions and transfers contemplated hereby constitute true sales and true transfers of the benefits and burden of ownership of the Products intended to constitute Aron Inventory subject to such purchase and sale transactions and transfers from the applicable Transaction Entities to Aron. If, notwithstanding the intent of the Parties, such transactions are deemed to constitute loans, then the Transaction Entities shall be deemed to have pledged and granted to Aron, a first priority lien and security interest in all quantities of Product constituting Aron Inventory hereunder and all proceeds thereof as security for the performance of all of the Transaction Entities’ obligations and liabilities hereunder, and the UCC filings by Aron with respect to such quantities of Product shall serve to perfect such pledge and security interest. However, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the transactions contemplated by this Agreement be treated as purchase and sale transactions.

13.6Adequate Assurances.

13.6.1Aron may, in its reasonable discretion and upon written notice to the Transaction Entities, require that PBFH provide it with satisfactory security for or adequate assurance of its or its Guarantor’s performance within a specified time period as appropriate (but not less than two Business Days from delivery of such notice), when a Material Adverse Change has occurred as with respect to any Transaction Entity or any Transaction Entity’s Guarantor.

13.6.2Any Transaction Entity may, in its reasonable discretion and upon notice to Aron, require that Aron provide it with satisfactory security for or adequate assurance of its or its Guarantor’s performance within a specified time period as appropriate (but not less than two Business Days from delivery of such notice), when a Material Adverse Change has occurred as with respect to Aron or its Guarantor.

13.6.3Each Transaction Entity or Aron, as applicable, shall provide performance assurance to the Transaction Entities or Aron, as applicable, on or prior to the second Business Day following written demand therefor in the form of Acceptable Credit Support. The performance assurance provided by the Transaction Entities or Aron, as applicable, shall be for a reasonable duration and in an amount reasonably sufficient to cover a value up to the Transaction Entities’ or Aron’s, as applicable, good faith estimated financial exposure under this Agreement. If performance assurance is provided in the form of a letter of credit, such letter of credit shall be issued by an Acceptable Letter of Credit Issuer and shall be in a form reasonably acceptable to the Transaction Entities or Aron, as applicable, in the exercise of their respective good faith and reasonable discretion. All bank charges relating to any letter of credit and any fees, commissions, costs and expenses incurred with respect

to furnishing security are for the account of the Transaction Entities or Aron, as applicable.

13.7Further Assurances.

13.7.1Each Party agrees, at any time and from time to time upon the request of any other Party, to execute, deliver and acknowledge, or cause to be executed, delivered and acknowledged, such further documents and instruments and to do such other acts and things as such Party may reasonably request in order to fully effect the purposes of this Agreement. Between the Effective Date and the Commencement Date, if the Parties determine in good faith that any Schedule hereto contains an error or requires further revision or clarification, the Parties shall cooperate in good faith to revise the content of such Schedule(s) to address such matter and, on the Commencement Date, will execute such amendment or other instrument as each Party deems reasonably necessary to cause each such revised Schedule to be incorporated as an attachment to this Agreement as contemplated by the terms hereof.

13.7.2Without limiting the generality of the foregoing, in the event that, at any time from and after the Third Restatement Effective Date, an Affiliate of any Transaction Entity that is not (a) a Transaction Entity, (b) a Guarantor with respect to any Transaction Entity or (c) any Specified Subsidiary, in each case, becomes an issuer, obligor or guarantor (or any similar term) under or in connection with any Senior Unsecured Indebtedness, the Transaction Entities will give notice to Aron of the same not less than three (3) days prior to the date that such person is required to become such an issuer, obligor or guarantor (or any similar term) and, such Transaction Entity shall (i) upon Aron’s request, provide to Aron no later than ten (10) days prior to such date, all such information reasonably requested by Aron in connection with its 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, rules and regulations of the Office of Foreign Assets Control) and other similar client identification and business conduct standard and dealing policies and procedures (including reputational considerations), in each case, as reasonably and consistently applied by Aron, and provide to Aron all material documentation and other information required by such policies and procedures and applicable regulatory authorities and (ii) substantially concurrently with such person becoming an issuer, obligor or guarantor (or any similar term) under or in connection with any Senior Unsecured Indebtedness, cause such person to duly execute and deliver to Aron a joinder agreement with respect to the Specified Agreement in substantially the form of Exhibit 10.

13.7.3In the event that the Transaction Entities duly execute and deliver to Aron a certificate certifying that a Specified Subsidiary has been released from all its obligations as a borrower, issuer, obligor or guarantor (or any similar term) under or in connection with any Senior Unsecured Indebtedness in accordance with the respective terms thereof, such Specified Subsidiary shall automatically and without further action be released from its obligations under the Specified Agreement.

14.TAXES

14.1Taxes.

14.1.1Each Party represents that it is registered, and covenants that it will continue to be so registered, with the applicable Governmental Authority to engage in tax-free transactions with respect to Products to the extent permitted by applicable law. Prior to the date of delivery of Products hereunder each Party shall provide to the other Parties proper notification, exemption, motor fuel licenses or resale certificates or direct pay permits or other similar certificates as may be required or permitted by Applicable Law. If a Party does not furnish such certificates and licenses to the other Parties or if the transaction is subject to any Tax under Applicable Law because no exemption exists, the Transaction Entities will be responsible for any such Tax, as an Ancillary Cost, pursuant to Section 6.6 of this Agreement and the Transaction Entities shall reimburse and indemnify Aron for all Taxes that Aron remits to a Governmental Authority or that are incurred by Aron, together with all penalties and interest thereon. Except as otherwise agreed by the Parties in writing, each Party acknowledges and agrees that it is responsible for all filings, notifications, and other similar compliance requirements that it is required to comply with under Applicable Law. To the extent information needed for any such filing, notification, or other similar compliance requirement is in the possession of a Party that is not required to comply under Applicable Law, such Party that has possession of the information acknowledges and agrees that it will provide such information to the Party with the obligation for the relevant compliance requirement. PRC further agrees to provide Aron with a copy of its New Jersey Spill Compensation and Control Secondary Transfer Certificate upon Aron’s request.

14.1.2In connection with the termination of this Agreement, Aron agrees that it will, in a timely manner, notify PRC and PBFH as to whether or not PRC and PBFH are to make a filing of New Jersey Form C 9600, Notification of Sale, Transfer, or Assignment in Bulk, or any other forms or notices related to bulk sales taxes in New Jersey pursuant to New Jersey Statutes Annotated Sections 54:32B-22 or 54:50-38 or any other New Jersey statute, regulation, or law, and PRC and PBFH agree to comply with such notification; provided that if Aron does not give any such notification to PRC and PBFH, Aron shall be deemed to have notified PRC and PBFH to not make such filing. In the event Aron notifies (or is deemed to have notified) PRC and PBFH to not make such filing, or fails to give PRC and PBFH timely notification, Aron covenants and agrees that it will indemnify PRC and PBFH for any New Jersey taxes, interest, penalties or any other Liabilities resulting from PRC and PBFH not filing such forms or notices.

14.2Notwithstanding the foregoing, the Parties agree that PRC and PBFH shall indemnify Aron for the amount of the New Jersey Spill Compensation and Control tax and all penalties or interest thereon paid, owing, asserted against or incurred by Aron directly or indirectly with respect to the Products purchased and sold hereunder (provided that the indemnity obligations in this Section 14.2 shall not apply to the extent Aron incurs any such tax, penalties or interest due to its failure to make any necessary filings with the appropriate authorities and/or maintain adequate documentation to establish Aron’s exemption from the same).

14.3Each Party acknowledges and agrees that it will be solely responsible for any Excluded Taxes owed by it or any similar taxes such as gross earnings, gross receipts or similar taxes that are based upon gross receipts, gross earnings or gross revenues. Each of (i) the Transaction Entities hereby irrevocably waive and release Aron and (ii) Aron hereby irrevocably waives and releases the Transaction Entities, in each case, from, and agrees not to assert any reimbursement or other indemnification claims against Aron or the Transaction Entities, as applicable, with respect to, any Liabilities (including pursuant to Section 19) with respect to the imposition or incurrence of any Excluded Taxes (including any such gross receipt taxes, including any such gross receipt taxes pursuant to Title 30 of the Delaware Code as in effect from time to time).

14.4Any other provision of this Agreement to the contrary notwithstanding, this Section 14 shall survive until 90 days after the expiration of the statute of limitations for the assessment, collection and levy of any Tax.

15.INSURANCE

15.1Insurance Required to be provided by the Transaction Entities. The Transaction Entities, directly or through an Affiliate, shall procure and maintain in full force and effect throughout the Term insurance coverage of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise reasonably acceptable to Aron, in respect of the Transaction Entities’ receipt, handling and storage of Aron Inventory under this Agreement or the receipt, handling and storage of Aron Inventory under any Required Storage Arrangements:

15.1.1Property insurance for property damage including business interruption coverage on an “all risk” basis without co-insurance, including but not limited to flood, earthquake, windstorm, and tsunami, covering damage to any Refinery and/or any Included Location on a repair or replacement cost basis in an amount sufficient to repair major components of and replace such Refinery and/or Included Location, as reasonably determined pursuant to an engineering report prepared by an expert recognized by underwriters for such purpose.

15.1.2Stock throughput insurance on an “all risk” basis without co- insurance, including but not limited to flood, earthquake, windstorm, tsunami, theft, burglary, misappropriation, and fraud perils. Such insurance shall cover the physical damage or loss (including shortage) of any Aron Inventory for replacement value, which shall be sufficient to cover Aron Inventory stored at Included Locations at each Refinery; provided that, in the event that, at any time after the Third Restatement Effective Date any renewal or amendment of such stock throughput policies is not available at commercially reasonable rates, the Transaction Entities shall procure and maintain insurance coverage that can be obtained at commercially reasonable rates with coverage limits that are as near as reasonably possible to the coverage limits contained in such stock throughput policies in effect in accordance with this Section 15.1.2 as of the Third Restatement Effective Date; provided, further, that in the event that the Transaction Entities are subject to the foregoing proviso, notice shall be provided to Aron, which notice shall include reasonably detailed information regarding any Transaction Entity’s inability to procure and maintain its then existing stock throughput policies;

15.1.3Commercial general liability coverage which includes bodily injury, broad form property damage and contractual liability, cross suit liability, products and completed operations liability, and sudden and accidental pollution liability coverage in a minimum amount of $10,000,000 per occurrence and $10,000,000 in the aggregate;

15.1.4(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 in the aggregate;

15.1.5Automobile liability coverage in a minimum amount of $1,000,000;

15.1.6Umbrella/excess liability coverage providing coverage on a follow- form basis with respect to the coverage required under Section 15.1.3 in a minimum amount of $300,000,000 per occurrence and in the aggregate; and

15.1.7pollution legal liability coverage in a minimum amount of $100,000,000 per occurrence and in the aggregate for injury to persons or damage to property resulting from any release, spillage, leak or discharge of any Products from any Included Locations into the ambient air, surface water, groundwater, land surface or subsurface strata. Such insurance shall include coverage for clean-up and remediation expenses.

15.2Additional Insurance Requirements.

15.2.1The foregoing policies in Section 15.1 shall include or provide that the underwriters waive all rights of subrogation against Aron and the insurance is primary without contribution from Aron’s insurance. The foregoing policies with the exception of those listed in Section 15.1.3, 15.1.6 and 15.1.7 shall include Aron, its subsidiaries, and affiliates and their respective directors, officers, employees and agents as additional insured. The foregoing policies in Section 15.1.2 shall include Aron as loss payee to the extent of the interests of Aron in the Products acquired by Aron in the care, custody or control of the Transaction Entities.

15.2.2The Transaction Entities shall cause their insurance carriers to furnish insurance certificates to Aron, in a form reasonably satisfactory to Aron, evidencing the existence of the coverages required pursuant to Section 15.1. The certificate shall specify that the insurer will provide 30 days’ written notice prior to cancelation of insurance becoming effective. Upon Aron’s request, the Transaction Entities shall provide renewal certificates within 30 days of the expiration of the previous policy under which coverage is maintained.

15.2.3The mere purchase and existence of insurance does not reduce or release any Party from any liability incurred or assumed under this Agreement.

15.2.4Each Transaction Entity shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.

15.2.5Each Transaction Entity shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Section 15.1.

16.FORCE MAJEURE

16.1No Party shall be liable to the other Parties if it is rendered unable by a Force Majeure Event to perform in whole or in part any obligation or condition of this Agreement for so long as the Force Majeure Event exists and to the extent that performance is hindered by the Force Majeure Event; provided, however, that the Party unable to perform shall use all commercially reasonable efforts to avoid or remove the Force Majeure Event. During the period that performance by any Transaction Entity or Aron of a part or whole of its obligations has been suspended by reason of a Force Majeure Event, Aron (in the case of any Transaction Entity as an affected Party) or the applicable Transaction Entity (in the case of Aron as an affected Party), as applicable, likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, other than any payment or indemnification obligations that arose prior to the Force Majeure Event.

16.2To the extent reasonably practicable, the affected Party rendered unable to perform shall give written notice to the other Parties within 24 hours after receiving 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 Product affected. Such Party also shall promptly notify the other Parties when the Force Majeure Event has terminated.

17.REPRESENTATIONS, WARRANTIES & COVENANTS

17.1Mutual Representations and Warranties. (i) Each Party represents and warrants to the other Party as of the Third Restatement Effective Date, and shall be deemed to represent and warrant as of the date of any purchase of Product hereunder, (ii) each Transaction Entity and CRC represents and warrants to Aron as of each CRC Joinder Effective Date and (iii) each Transaction Entity represents and warrants to Aron as of each CRC Release Date, in each case, that:

17.1.1 (i) it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended, (ii) it is a “forward contract merchant” (as such term is defined in the Bankruptcy Code and used in Section 556 of the Bankruptcy Code) in respect of this Agreement and the other Safe Harbor Agreements and (iii) intends to be a “master netting agreement participant” for all purposes as such term is defined in section 101(38A) of the Bankruptcy Code and as used in Section 561 of the Bankruptcy Code;

17.1.2it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing, has the power to execute and deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance;

17.1.3such execution, delivery and performance do not violate or conflict with, in any material respect, any Applicable Law, any provision of its constitutional documents or any order or judgment of any court or Governmental Authority;

17.1.4all material governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement have been obtained or submitted and are in full force and effect;

17.1.5its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective 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);

17.1.6no Termination Event has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement;

17.1.7there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement and that could reasonably be expected to result in a Material Adverse Change;

17.1.8it has entered into the Transaction Documents and will enter into any transaction thereunder as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise) and with a full understanding of the material terms and risks of the same, and has made its own independent decision to enter into the Transaction Documents and any transaction and as to whether the Transaction Documents and any transaction are appropriate or suitable for it based upon its own judgment and upon advice from such advisers as it has deemed necessary and not in reliance upon any view expressed by any other Party;

17.1.9it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction and is capable of assuming and assumes the risks of the Transaction Documents and any transactions contemplated thereunder;

17.1.10it is not bound by any agreement that would preclude or hinder its execution, delivery or performance of any of the Transaction Documents;

17.1.11neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Product hereunder who is entitled to any compensation with respect thereto; and

17.1.12none of its directors, officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with any of the Transaction Documents.

17.2Mutual Covenants.

17.2.1Compliance with Applicable Laws. Each Party undertakes and covenants to the other Party that it shall comply in all material respects with all Applicable Laws, including all Environmental Laws, to which it may be subject in connection with the performance of any obligation or exercise of any rights under any of the Transaction Documents or in connection with any transaction contemplated by or undertaken pursuant to this Agreement.

17.2.2Books and Records. All records or documents provided by any Party to the other Parties shall, to the best knowledge of such Party, accurately and completely reflect the facts or estimates about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to the other Parties no longer are materially accurate or complete.

17.2.3Payments. All payments made under this Agreement shall be made in U.S. Dollars, the lawful currency of the United States.

17.3The Transaction Entities’ Representations and Covenants.

17.3.1Each Transaction Entity represents and warrants as to itself that its Tanks have been maintained, repaired, inspected and serviced in accordance with Accepted Industry Practice and are generally in serviceable condition (normal wear and tear excepted) in all material respects.

17.3.2Each Transaction Entity agrees that neither it nor any of its subsidiaries shall have any interest in or the right to dispose of, and shall not create or consent to the creation of any Liens with respect to, the Aron Inventory. Each Transaction Entity authorizes Aron to file at any time and from time to time any UCC financing statements identifying the Aron Inventory subject to this Agreement and Aron’s ownership thereof and title thereto, and each Transaction Entity shall execute and deliver to Aron, and each Transaction Entity hereby authorizes Aron to file (with or without such Transaction Entity’s signature), at any time and from time to time, all amendments to financing statements, assignments, continuation financing statements, precautionary UCC financing statements, termination statements and other documents and instruments, in form reasonably satisfactory to each of Aron and the Transaction Entities, as Aron may reasonably request, to provide public notice of Aron’s ownership of and title to the quantities of the Aron Inventory subject to this Agreement and the Intercreditor Agreement.

17.3.3As of each Business Day that any Transaction Entity is required to deliver to Aron a Daily Report of Inventory Volumes pursuant to Section 6.3, all Inventory Volumes conform to the applicable specifications provided in Schedule R for each grade of Product identified on each such report .

17.3.4Each applicable Transaction Entity agrees that it shall in all material respects perform its obligations under and comply with the terms of the Required Storage Arrangements as and when such agreements are entered into by such Transaction Entity.

17.3.5Each applicable Transaction Entity agrees that it shall maintain and pursue diligently all its material rights under the Required Storage Arrangements and take all reasonable steps to enforce its rights and any rights granted to such Transaction Entity thereunder as and when such agreements are entered into by such Transaction Entity.

17.3.6Each applicable Transaction Entity agrees that it shall not modify, amend or waive rights arising under any of the Required Storage Arrangements as and when such agreements are entered into by such Transaction Entity without the prior written consent of Aron; provided, however, that if such Transaction Entity provides Aron with notice, such Transaction Entity may make such modifications or amendments, including extensions or elections under any of the foregoing, that do not adversely affect Aron’s rights thereunder, degrade, reduce or limit the standards applicable to the operator thereunder or otherwise interfere with Aron’s rights to use the Included Locations subject thereto without the prior written consent of Aron.

17.3.7Each applicable Transaction Entity agrees that at any time when Aron Inventory is located at the Supplemental Included Location, it will promptly provide Aron copies of all communications from such Transaction Entity to the operator of the Supplemental Included Location that relate to Supplemental Product volumes held at the Supplemental Included Location, promptly notify Aron in writing of any breach, default or event of default under the Supplemental Included Location Storage Agreement and promptly notify Aron in writing of any tanks being used to hold Supplemental Product volumes or designated for such use at the Supplemental Included Location that the operator thereof removes from service for any reason and thereafter from time to time keep Aron promptly notified in writing of any changes to the status of such tanks, including any plans to restore such tanks to being in service.

17.3.8In its capacity as agent under the Required Storage Arrangement with respect to the Supplemental Included Locations, each applicable Transaction Entity covenants and agrees that it shall (i) in a diligent and timely manner, comply with Aron’s instructions with respect to the Aron Inventory shipped to or from or stored at the Supplemental Included Location, (ii) exercise all reasonable care and skill and act diligently and in good faith on behalf of Aron and, without limiting the foregoing, shall exercise a degree of care and diligence in providing agency services thereunder that is no less than the degree of care and diligence it exercises with respect to its own business and operations, (iii) provide in a timely manner all material notices to the operator of the Supplemental Included Location and other relevant third parties required by the terms and conditions of the applicable agreements and other notices to such parties as reasonably requested by Aron and diligently pursue all material and relevant claims, (iv) not allow its interests (including in its dealings with third parties and any rights it may have hereunder or under other Transaction Documents) to conflict with the duties that it owes to Aron as agent under such Required Storage Arrangement, and (v) not engage in any

conduct which would reasonably be expected to adversely affect the Aron Inventory shipped to or from or stored at the Supplemental Included Location or Aron’s rights under the Required Storage Arrangement with respect to the Supplemental Included Location.

17.3.9At all times from and after the Adjustment Date, the Transaction Entities shall not permit Surplus Availability to be less than the applicable Minimum Surplus Availability Required Amount for at least twenty (20) consecutive calendar days; provided that, notwithstanding anything to the contrary in any Transaction Document, any breach by the Transaction Entities of this Section 17.3.9 shall be deemed to be neither a default nor a Termination Event under this Agreement and the only consequence thereof shall be the obligation of the Transaction Entities to pay to Aron the then applicable Margin Amount as required under the terms of this Agreement (including Section 12).

17.3.10At all times from and after the Third Restatement Effective Date, any pledge or posting of cash collateral (including without limitation any J. Aron Margin) to Aron in connection with this Agreement is permitted under the Revolving Loan Documents or any Revolving Loan Permitted Refinancing Facility, as applicable.

17.3.11 The Transaction Entities shall provide to the Revolving Agent (as defined in the Intercreditor Agreement) all written notices required to be delivered by any Transaction Entity under and in accordance with the terms of the Intercreditor Agreement.

17.4Acknowledgements. Each Transaction Entity and Aron each acknowledge and agree that (1) each is a merchant of crude oil, petroleum products and commodities, including Products, and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of their respective business that are unrelated hereto and that such dealings and such trading or hedging strategies may be different from or opposite to those being pursued pursuant to or in connection with this Agreement, (2) neither any Transaction Entity nor Aron has any fiduciary or trust obligations of any nature with respect to the other Parties, or any of such Parties’ Affiliates, (3) any Transaction Entity and Aron may enter into transactions and purchase crude oil or petroleum products for their own account or the account of others at prices more favorable than those being paid by or to the other Parties hereunder and (4) nothing herein shall be construed to prevent any Transaction Entity or Aron, as applicable, or any of their partners, officers, employees or Affiliates, in any way, from purchasing, selling or otherwise trading in crude oil, petroleum products or any other commodity for their own account or for the account of others, whether prior to, simultaneously with or subsequent to any transactions under this Agreement (such matters and activities conducted or engaged in by each Party as described in the foregoing clauses (1), (3) and (4), and including in any event any hedging activities on any Products and other hydrocarbon assets unrelated to the transactions set forth in this Agreement or the other Transaction Documents, together with any and all other business and activities conducted or engaged in by such Party that are unrelated to this Agreement, the other Transaction Documents and/or any Specified Transactions, being its respective “Outside Activities”).

17.5Outside Activities. Each of the Transaction Entities and Aron acknowledge and agree that (a) all of its respective Outside Activities are conducted at its sole discretion and solely for its own account, (b) as a consequence, each shall solely be responsible to retain and pay, discharge and perform as and when due all Liabilities with respect to its own respective Outside Activities and (c) to the fullest extent permitted by Applicable Law, the Transaction Entities shall defend, indemnify and hold harmless Aron and its Affiliates, and Aron shall defend, indemnify and hold harmless the Transaction Entities and their Affiliates, in each case, from and against any Liabilities incurred by such other Party or Parties or their Affiliates as a result of or related to such first Party’s respective Outside Activities.

18.TERMINATION EVENTS, DEFAULT & EARLY TERMINATION

18.1Events of Default. Notwithstanding any other provision of this Agreement, the occurrence and continuance of any of the following events or circumstances shall constitute an “Event of Default” hereunder and under the Forward Contract:

18.1.1A Party fails to make a payment when due and payable under this Agreement within two Business Days following receipt of a written demand for payment by a non-defaulting Party delivered in accordance with Section 24 hereof;

18.1.2A Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) breaches any representation or warranty made or repeated, or deemed to have been made or repeated, by such Party in any material respect, or any representation or warranty proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under this Agreement or any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of Aron (in the case of any Transaction Entity as a defaulting Party) or the Transaction Entities (in the case of Aron as the defaulting Party) within ten Business Days from the date that such defaulting Party receives written notice that corrective action is needed;

18.1.3Other than a default more specifically described in this Section 18.1, a Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) fails to perform any material obligation or breaches a material covenant required under this Agreement or any Transaction Document, which, if capable of cure, is not cured to the reasonable satisfaction of Aron (in the case of any Transaction Entity as a defaulting Party) or the Transaction Entities (in the case of Aron as the defaulting Party) (acting in good faith and in a commercially reasonable manner) within ten Business Days from the date that such defaulting Party receives written notice that corrective action is needed; provided that, (x) any failure by the Transaction Entities to maintain Surplus Availability of an amount greater than or equal to the Minimum Surplus Availability Required Amount in accordance with Section 17.3.9, and/or (y) any incurrence, creation, assumption or guaranty of Specified Indebtedness shall, in each case, neither be deemed to be a default nor an Event of Default or Termination Event, and the sole and exclusive consequence thereof shall be the obligation of the Transaction Entities to pay to Aron the then current Margin Amount as required under the terms of this Agreement (including Section 12.8);

18.1.4A Party or such Party’s Guarantor (or, in the case of any Transaction Entity, PBF) becomes or is Bankrupt;

18.1.5A Party’s Guarantor (i) fails to satisfy, perform or comply with any material obligation in accordance with its Guaranty in favor of the non-defaulting Party or Parties if such failure continues after any applicable grace or notice period, (ii) breaches any covenant or any representation or warranty proves to have been incorrect or misleading in any material respect under its Guaranty, which is not cured within any applicable grace or notice period, or (iii) repudiates, disclaims, disaffirms or rejects (in each case, in writing), in whole or part, any obligation under its Guaranty or challenges the validity of its Guaranty (in each case, in writing);

18.1.6(i) Any Party or any of its Designated Affiliates (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under or any early termination of, that Specified Transaction, or (2) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf), provided, that a non-defaulting Party shall first give notice thereof to such defaulting Party, and such default or other applicable event is not cured (if capable of being cured) to the reasonable satisfaction of Aron (in the case of any Transaction Entity as a defaulting Party) or the Transaction Entities (in the case of Aron as a defaulting Party) within five Business Days from the date that such defaulting Party receives such notice (it being acknowledged and agreed that the foregoing shall not alter or extend the applicable notice or grace period, if any, applicable to such Specified Transaction and that the foregoing five Business Day period applies only to the right of a Party to declare an Event of Default under this Section 18.1.6); or (ii) any Party or any Affiliate of such Party that is a party to any credit support document provided pursuant to the terms and conditions of this Agreement disaffirms, disclaims, repudiates or rejects, in whole or in part, such credit support document or its material obligations thereunder other than pursuant to the applicable terms and conditions thereof;

18.1.7Any Lien (other than a Lien granted by Aron and other than inchoate tax Liens) is placed on any material portion of the Aron Inventory due to an act or with the consent of any Transaction Entity. Upon the occurrence of such event, the Transaction Entities shall be deemed to be a Defaulting Party hereunder and Aron shall be deemed to be the Performing Party;

18.1.8A Party fails to provide adequate assurances in accordance with, and within the time periods set forth in, Section 13.6;

18.1.9(a) The Transaction Entities fail, after giving effect to any applicable notice requirement or cure or grace period, to perform its obligations under, comply with, or maintain in any material respect any Required Storage Arrangement that applies to Aron Inventory located at the Supplemental Included Location, or (b) the Supplemental Included Location Storage Agreement ceases to be in full force and effect (after giving effect to any applicable notice requirement or cure or grace periods) at any time that any Aron Inventory is located at the Supplemental Included Location;

18.1.10 The Transaction Entities fail to deliver any Daily Report of Inventory Volumes as required by Section 6.3 with respect to any Refinery for a period of at least ten (10) consecutive days; or

18.1.11The Transaction Entities fail to satisfy, perform or comply with any term, covenant or agreement contained in (i) Section 3.10, (ii) Section 12.8 or (iii) Section 13.1(i)(a)(y).

18.2Additional Termination Events. Notwithstanding any other provision of this Agreement, the occurrence of any of the following events or circumstances specified in this Section 18.2 shall constitute an “Additional Termination Event” hereunder and under the Forward Contract and, in each instance, the Transaction Entities shall be deemed to be, collectively, the “Affected Party” and Aron shall be deemed to be the “Performing Party” for purposes of determining the rights and remedies available to the Performing Party under Section 18.3:

18.2.1Except in the case of any Refinery maintenance or turnaround, either (i) operations at any Refinery shall have ceased (other than as a result of a Force Majeure Event) for a period of at least 90 consecutive days or (ii) there occurs an inability to receive into, deliver Products out of or store Products (other than as a result of a Force Majeure Event) in the Tanks (taken as a whole) located at any Refinery in any material respect for a period of at least 90 consecutive days;

18.2.2A Force Majeure Event affecting any Refinery has occurred and is continuing for a period of at least 90 consecutive days;

18.2.3The obligations under any Credit Agreement have become due and payable (i) at their scheduled maturity and have not been repaid in full on or prior to such date (after giving effect to any grace or cure periods) or (ii) prior to their scheduled maturity as a result of the occurrence and continuance of an event of default thereunder and the acceleration of the scheduled maturity of such obligations;

18.2.4[Reserved];

18.2.5Any Transaction Entity or any of its Affiliates sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of the assets of any Refinery (provided that the foregoing event shall not constitute an Additional Termination Event if (i) such Transaction Entity has, in a timely manner, exercised its early termination right in connection with such event pursuant to Section 2.3 and complied with all applicable terms and conditions hereof in connection with exercising such right or (ii) solely in the case of CRC and the CRC Refinery, a CRC Release Date has occurred and the applicable Transaction Entities have complied with all applicable terms and conditions hereof in connection thereof);

18.2.6Any Transaction Entity (i) consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to, another person (including an Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii)(A) the successor resulting from any such consolidation, amalgamation or merger or the person that otherwise acquires all or substantially all of the assets of such Transaction Entity does not assume, either by operation of law or without amendment or modification of the applicable Transaction Documents (other than any amendments or modifications that are ministerial in nature), all of such Transaction Entity’s obligations hereunder and under the other Transaction Documents, or (B) in the reasonable judgment of Aron, the creditworthiness of the resulting, surviving or transferee person, taking into account any guaranties, is materially weaker than such Transaction Entity immediately prior to the consolidation, amalgamation, merger or transfer (provided that the foregoing event shall not constitute an Additional Termination Event if such Transaction Entity has, in a timely manner, exercised its early termination right in connection with such event pursuant to Section 2.3 and complied with all applicable terms and conditions hereof in connection with exercising such right);

18.2.7A Change of Control with respect to PBF (provided that the foregoing event shall not constitute an Additional Termination Event if the Transaction Entities have, in a timely manner, exercised their early termination right in connection with such event pursuant to Section 2.3 and complied with all applicable terms and conditions hereof in connection with exercising such right); provided, further, that any Early Termination Date designated by Aron as a result of such occurrence shall occur no earlier than the effective date of such Change of Control event; or

18.2.8(i) The Intercreditor Agreement ceases to be in full force and effect or the “Revolving Agent” (as defined therein) repudiates, disclaims, disaffirms or rejects (in each case, in writing), in whole or part, any of its material obligations thereunder or challenges the validity thereof (in each case, in writing) or (ii) in the event of a Refinancing of the Revolving Credit Agreement (to the extent that either the agent or lenders under the credit facility that so Refinances the Revolving Credit Agreement are not parties to the Intercreditor Agreement), a new intercreditor agreement with the agent or lenders under the credit facility that so Refinances the indebtedness and/or commitments under the Revolving Credit Agreement is not executed and delivered as of the date of such Refinancing on substantially the same terms as the Intercreditor Agreement or otherwise in form and substance acceptable to Aron.

18.3Remedies Generally. Notwithstanding any other provision of this Agreement or any Specified Transaction, upon the occurrence and continuance of an Event of Default with respect to a Party (such defaulting Party (which shall, for the avoidance of doubt, be all Transaction Entities, collectively, if any Transaction Entity is the defaulting Party), the “Defaulting Party”), or upon the occurrence and continuance of an Additional Termination Event with respect to the Affected Party, the Performing Party may, in its sole discretion, in addition to all other remedies available to it and without incurring any Liabilities, do any or all of the following:

18.3.1suspend its performance under this Agreement and the Forward Contract, including any Product sale, purchase, receipt, delivery or payment obligations, upon written notice to the Defaulting Party or Affected Party (except that in the case of any Event of Default under Section 18.1.4, all such performance under this Agreement and the Forward Contract shall automatically and without any such notice be suspended);

18.3.2declare all or any portion of the Defaulting Party’s or Affected Party’s, as applicable, obligations under this Agreement (including without limitation any Specified Early Expiration Fee) and the Forward Contract 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 or Affected Party, as applicable (except that in the case of any Event of Default under Section 18.1.4, all such obligations shall automatically and without any such declaration become forthwith due and payable);

18.3.3upon written notice to the Defaulting Party or the Affected Party, specify a date (the “Early Termination Date”), upon which (i) all of the Defaulting Party’s or the Affected Party’s obligations under this Agreement, the other Transaction Documents and the Forward Contract shall become due and payable (without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Defaulting Party or the Affected Party, as applicable) and (ii) this Agreement, the Forward Contract and all of the other Safe Harbor Agreements shall automatically terminate and shall be liquidated as provided under this Agreement (except that (a) in the event that Aron has is the Performing Party, the Safe Harbor Agreements shall be deemed to not have terminated in full until Aron shall have disposed of all Aron Inventory in connection herewith and therewith and (b) in the case of any Event of Default under Section 18.1.4, (x) this Agreement and the Forward Contract shall automatically and without any such notice be terminated, (y) all such obligations shall automatically and without any such notice become forthwith due and payable and (z) an Early Termination Date shall be deemed to automatically occur on the date of occurrence of such Event of Default);

18.3.4terminate all other Transaction Documents and any or all other agreements that may then be outstanding between the Parties that relate specifically to this Agreement;

18.3.5close out any Specified Transactions pursuant to Section 18.4;

18.3.6determine the Settlement Amount pursuant to Section 18.5;

18.3.7determine the Termination Amount as provided in Section 18.6; or

18.3.8exercise any rights and remedies provided or available to the Performing Party under this Agreement, the Forward Contract and under any other Safe Harbor Agreement (in accordance with the terms thereof) or at law or equity, including such remedies as provided for under the UCC; provided, however, that if an Event of Default under Section 18.1.4 has occurred and is continuing, the obligations of the Performing Party to make any purchases or sales of Products or otherwise consummate any transactions contemplated pursuant to the terms of this Agreement shall automatically terminate.

18.4Export of Defaults to and Liquidation of Specified Transactions. If the Performing Party gives written notice to the Non-Performing Party pursuant to Section 18.3.3 declaring an Early Termination Date (or, if applicable, such Early Termination Date automatically occurs), the occurrence thereof shall constitute a material breach and an event of default, howsoever described, under all Specified Transactions by the Non-Performing Party, and the Performing Party may, by giving notice to the Non-Performing Party, designate an early termination date (which shall be no earlier than the Early Termination Date) for all Specified Transactions and, upon such designation, terminate, liquidate, accelerate and otherwise close out all Specified Transactions that lawfully may be closed out and terminated or, to the extent that in the reasonable opinion of the Performing Party certain of such Specified Transactions may not be liquidated and terminated under Applicable Law on such Early Termination Date, as soon thereafter as is reasonably practicable in which case the actual termination date for such Specified Transactions will be the Early

Termination Date, subject to the final sentence of this Section 18.4. In such event, the Performing Party shall calculate the payments due upon early termination of such Specified Transactions in accordance with the terms set forth in such Specified Transactions and in a commercially reasonable manner and without duplication of any amounts payable pursuant to Section 18.5, which shall be aggregated or netted to a single liquidated amount (the “Specified Transaction Close-Out Amount”) and paid pursuant to the terms of such agreements, or, if no payment date is specified, on the payment date specified in Section 18.7. In determining the Specified Transaction Close-Out Amount the Performing Party may foreclose upon and apply any collateral provided by or on behalf of the Non-Performing Party under this Agreement or any Specified Transaction. Notwithstanding the foregoing, in lieu of closing out, liquidating and terminating such Specified Transactions, to the extent practicable and if mutually agreed to by the Parties, the Parties shall use commercially reasonable efforts to permit the Non-Performing Party to assume the Performing Party’s obligations under such Specified Transactions upon commercially reasonable terms.

18.5Determination of Settlement Amount in the Event of Early Termination.

18.5.1Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.3 (or, if applicable, such termination automatically occurs), the Performing Party shall have the right, immediately and (i) for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and (ii) subject to Section 18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Aron is the Performing Party, this Agreement shall not be deemed to have terminated in full until Aron shall have disposed of all of the Aron Inventory; and provided, further, that such 60 day period referenced in clause (i) above shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the sum of: (A) the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under the Safe Harbor Agreements other than the rights and obligations arising under the Forward Contract, plus (B) at the election of the Performing Party, the Forward Contract Settlement Amount. In determining the Settlement Amount, the Performing Party shall be entitled to take into account (without duplication): (v) for any Extended Roll Period designated by the Transaction Entities or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Extended Roll Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (w) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (x) the actual, reasonable losses and costs (or gains) incurred or realized

by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (y) if such termination occurs (1) in respect of any PRC Products and PRC Included Locations prior to the Adjustment Date in the case where Aron is the Performing Party, the amount of the Specified PRC Early Termination Fee or Early PRC Termination Fee that would have been payable to Aron pursuant to Section 3.8.8 of the Original PRC Inventory Intermediation Agreement if the applicable Transaction Entities had exercised an early termination under Section 2.4 of the Original PRC Inventory Intermediation Agreement or (2) (I) in respect of any DCRC Products and DCRC Included Locations, on or after the Adjustment Date in the case where Aron is the Performing Party, (II) in respect of any PRC Products and PRC Included Locations, on or after the Adjustment Date in the case where Aron is the Performing Party, and (III) in respect of any CRC Products and CRC Included Locations, on or after the Third Restatement Effective Date and solely during a CRC Joinder Period, in the case where Aron is the Performing Party, in each case of this sub-clause (2), the amount of the Specified Early Expiration Fee that would have been payable to Aron pursuant to Section 3.8.4(ii) as a result of an early termination under Section 2.3 and (z) in the event that Aron is the Performing Party, any Make-Whole Amount; provided that, for the avoidance of doubt, in the event that Aron is entitled to take into account any Make-Whole Amount in determining the Settlement Amount, Aron shall not duplicate any amounts owed to Aron pursuant to the foregoing clause (y); provided further that if the Performing Party elects that the Forward Contract Settlement Amount shall not be included in the determination of the Settlement Amount, the Forward Contract Settlement Amount and the Settlement Amount shall each become due at the same time pursuant to Section 18.3. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Non-Performing Party and the Forward Contract Settlement Amount, if not included in the Settlement Amount, if a positive number shall be due to the Performing Party and if a negative number, the absolute value thereof shall be due to the Non-Performing Party.

18.5.2The Settlement Amount and the Forward Contract Settlement Amount shall be determined by the Performing Party, acting in good faith, in a commercially reasonable manner following the completion of the sale or other liquidation by Aron of all Products within the Included Locations, based on the applicable liquidated and terminated rights and obligations and shall be payable by (i) the Performing Party to the Non-Performing Party or (ii) the Non-Performing Party to the Performing Party, as applicable, and in each case, in accordance with this Agreement (including Section 18.5). The Performing Party shall determine the Settlement Amount and the Forward Contract Settlement Amount commencing as of the Early Termination Date, among other things, with respect to such futures, forward, swap and options markets as it shall select in its commercially reasonable judgment; provided that the Performing Party is not required to effect such terminations and/or determine the Settlement Amount and/or the Forward Contract Settlement Amount on a single day, but rather may effect such terminations and determine the Settlement Amount and/or the Forward Contract Settlement Amount over a commercially reasonable period of time (but in any event within 60 days thereafter, subject to extension of such 60 day period on the same basis as the 60 day period referred to in Section 18.5.1 may be extended thereunder). In calculating the Settlement Amount and the Forward Contract Settlement Amount, the Performing Party shall add interest to any amount due prior to the date of the calculation in accordance with the terms of this Agreement. To the extent (i) the Fee Letter provides for the calculation of any amount to be included in the Settlement Amount, the provisions of the Fee Letter shall be controlling for such purpose and (ii) the Performing Party deems it commercially reasonable to do so, it may in referencing purchase values in the futures, forward, swap and options markets for purposes of calculating various elements of the Settlement Amount and Forward Contract Settlement Amount endeavor to align the date as of which such reference purchase values are determined.

18.5.3For purposes of this Agreement, (i) “Forward Contract Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of losses and costs (expressed as a positive number) or gains (expressed as a negative number) that are or would be incurred or realized by the Performing Party as a result of the liquidation and termination of all rights and obligations (assuming the satisfaction of the condition precedent in Section 18.5.4 below) under the Forward Contract Transactions, including (without duplication) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), and (ii) “Forward Contract Transaction” means any transaction entered into between Aron and any Transaction Entity under this Agreement that is a “forward contract” within the meaning of §101(25) of the Bankruptcy Code or a “forward agreement” within the meaning of §101(53B) of the Bankruptcy Code. Any calculation of the Settlement Amount or Forward Contract Settlement Amount (if Aron is the Performing Party) shall include (without duplication) the losses and costs (or gains) incurred or realized by Aron (taking any Aron Hedges into account) upon the sale of any of the Products owned by Aron.

18.5.4Aron and each Transaction Entity agree that (i) each Forward Contract Transaction, the rights and obligations thereunder, and the provisions set-out in this Agreement relating to the termination of those Forward Contract Transactions upon an Event of Default or Additional Termination Event and the determination and payment of the resulting Forward Contract Settlement Amount collectively shall be deemed to form one single agreement between Aron and the Transaction Entities (the “Forward Contract”), and without such agreement each such party would not otherwise enter into any Forward Contract Transaction; and (ii) each payment or delivery obligation of each party under a Forward Contract Transaction is subject to the condition precedent that no Event of Default pursuant to Section 18.1.4 has occurred and is continuing.

18.6Determination of the Termination Amount in the Event of Early Termination. The amount payable in respect of early termination due to an Event of Default shall comprise (without duplication) all of the following amounts, which shall be aggregated or netted to a single liquidated amount (the “Termination Amount”) owing from Aron to the Transaction Entities or the Transaction Entities to Aron, as applicable:

18.6.1the Settlement Amount;

18.6.2the Specified Transaction Close-Out Amount as determined pursuant to Section 18.4;

18.6.3the amount of any performance assurance, credit support or collateral provided by or on behalf of the Transaction Entities under any Specified Transactions held by Aron as of the Early Termination Date, which shall be applied as a credit to the Transaction Entities;

18.6.4without duplication, all actual out-of-pocket losses, damages and expenses reasonably and necessarily incurred by the Performing Party as a result of the termination and liquidation of this Agreement, in each case including reasonable (i) attorneys’ fees, (ii) court costs, (iii) collection costs, (iv) interest charges and (v) other reasonable disbursements; and

18.6.5all Unpaid Amounts, including any purchase value for Product that has not yet been paid;

provided that, if the Performing Party has elected that the Forward Contract Settlement Amount not be included in the Settlement Amount, then the Performing Party may also elect whether to include the Forward Contract Settlement Amount in the Termination Amount and if the Performing Party elects not to include the Forward Contract Settlement Amount in the Termination Amount, then payment of the Forward Contract Settlement Amount shall be due concurrently with payment of the Termination Amount under Section 18.7 and shall if the Performing Party owes the Forward Contract Settlement Amount, then it shall pay such amount once it has reasonably determined all amounts owed by the Non-Performing Party to it under all Specified Transactions and its rights of close-out and setoff under Section 18.9.

18.7Payment of Termination Amount. The Performing Party shall notify the Non-Performing Party of the Termination Amount due from or due to the Non-Performing Party. If the Non-Performing Party owes the Termination Amount to the Performing Party, the Non-Performing Party shall pay the Termination Amount on the second Business Day after it receives the statement. If the Performing Party owes the Termination Amount to the Non-Performing Party, the Performing Party shall pay the Termination Amount once it has reasonably determined all amounts owed by the Non-Performing Party to it under all Specified Transactions and its rights of close-out and setoff under Section 18.9.

18.8Certain Rights of Aron as Performing Party. Without limiting any other rights or remedies hereunder, if Aron is the Performing Party, Aron may, in its commercially reasonable discretion, (i) withdraw from storage any and all of the Products then in the Included Locations, (ii) otherwise arrange for the disposition of any Products then in the Included Locations and (iii) liquidate in a commercially reasonable manner any credit support, margin (including any Margin Amounts) 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 (including any Margin Amounts) or collateral or the proceeds thereof against any obligation owing by any Transaction Entity to Aron. Aron 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 Transaction Entities shall in all events remain liable to Aron for any amount payable by the Transaction Entities in respect of any of the Transaction Entities’ obligations remaining unpaid after any such liquidation, application and set off.

18.9Setoff Rights of Performing Party. If the Performing Party elects to designate an Early Termination Date under Section 18.3.3, the Performing Party shall be entitled, at its option and in its discretion (and without prior notice to the Non-Performing Party), to set-off against the Termination Amount (whether such Termination Amount is payable to the Performing Party or to the Non-Performing Party) any other amounts payable under any agreements between the Non-Performing Party and the Performing Party (whether or not matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that the Termination Amount is so set-off, the Termination Amount and other amounts will be discharged promptly and in all respects. The Performing Party will give at least one Business Day’s prior written notice to the Non-Performing Party of any set-off effected under this Section 18.9.

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18.10Non-Exclusive Remedies. The Performing Party’s rights under this Section 18 are in addition to, and not in limitation or exclusion of, any other rights of setoff, recoupment, combination of accounts, Lien or other right which it may have, whether by agreement, operation of law or otherwise. No delay or failure on the part of the Performing Party to exercise any right or remedy shall constitute an abandonment of such right or remedy and the Performing Party shall be entitled to exercise such right or remedy at any time after a Termination Event has occurred and is continuing.

18.11Indemnification. The Non-Performing Party shall reimburse the Performing Party for its reasonable costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with the enforcement of, suing for or collecting any amounts payable by the Non-Performing Party. The Non-Performing Party shall indemnify and hold harmless the Performing Party for any reasonable damages, losses and expenses actually incurred by the Performing Party as a result of any Termination Event.

18.12U.S. Resolution Stay Provisions.

18.12.1Recognition of U.S. Special Resolution Regimes.

18.12.1.1In the event that Aron becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from Aron of this Agreement, the Step-in Bill of Sale, the Step-out Bill of Sale, the Supplemental Step-in Bill of Sale, any Supplemental Step-out Bill of Sale, any CRC Step-in Bill of Sale, any CRC Step-out Bill of Sale and any DCRC Step-out Bill of Sale and obligation in or under, and any property securing, this Agreement or any other Transaction Document, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, the Step-in Bill of Sale, the Supplemental Step-in Bill of Sale, any Supplemental Step-out Bill of Sale, the Forward Contract and, if in effect, the Step-out Bill of Sale, each CRC Step-in Bill of Sale, each CRC Step-out Bill of Sale and the DCRC Step-out Bill of Sale (collectively, the “Safe Harbor Agreements”), and any interest and obligation in or under, and any property securing, the Safe Harbor Agreements were governed by the laws of the United States or a state of the United States.

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18.12.1.2In the event that Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under any Safe Harbor Agreement that may be exercised against Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if a Safe Harbor Agreement were governed by the laws of the United States or a state of the United States.

18.12.2Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that:

18.12.2.1In the event that Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the Transaction Entities shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron becoming subject to any insolvency or liquidation proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and

18.12.2.2In the event that Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Credit Enhancement, any interest or obligation in or under such Credit Enhancement, or any property securing such Credit Enhancement, to a transferee upon or following an Affiliate of Aron becoming subject to an insolvency or liquidation proceeding, unless the transfer would result in any Transaction Entity being the beneficiary of such Credit Enhancement in violation of any law applicable to such Transaction Entity.

18.12.2.3U.S. Protocol. If the Transaction Entities adhere to the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. Protocol”), after the Commencement Date, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 18.12.

18.12.2.4For purposes of this Section 18.12, the term “Affiliate” shall mean “Affiliate” as defined in, and interpreted in accordance with 12 U.S.C. §1841(k).

18.13In the event an Early Termination Date has been established pursuant to Section 18.3.3 and Aron is the Performing Party, then, as part of its calculation of the Settlement Amount, Aron shall calculate the Make-Whole Amount (if any) acting in good faith and in accordance with this Section 18.

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18.14Without limiting the generality of the foregoing, and without duplication of the rights and obligations set forth in this Agreement or any other Transaction Document, in the event that the obligations of the Transaction Entities under this Agreement and/or the Forward Contract are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Termination Event with respect to any Transaction Entity as the Defaulting Party or the Affected Party, as applicable (including, but not limited to, upon the occurrence of an Event of Default with respect to any Transaction Entity arising under Section 18.1.4 (including the acceleration of claims by operation of law)), the Make-Whole Amount applicable on the date of such acceleration, termination and determination of the Settlement Amount will also be due and payable as though this Agreement were subject to an Expiration Date prior to the stated date thereof and shall constitute part of the obligations owed to Aron under this Agreement, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Parties as to a reasonable calculation of Aron’s lost profits as a result thereof. The Make-Whole Amount and the Specified Fees shall be presumed to be the liquidated damages sustained by Aron as the result of the early termination or the early expiration, respectively, of this Agreement and the other Transaction Documents and the Transaction Entities agree that it is reasonable under the circumstances currently existing. Each of the Make-Whole Amount and the Specified Fees shall also be payable in the event the obligations of the Transaction Entities that exist under this Agreement and the other Transaction Documents are satisfied or released by foreclosure (whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means). EACH TRANSACTION ENTITY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE MAKE-WHOLE AMOUNT OR THE SPECIFIED FEES IN CONNECTION WITH ANY SUCH ACCELERATION, TERMINATION OR DETERMINATION OF THE SETTLEMENT AMOUNT. Each Transaction Entity expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Make-Whole Amount and the Specified Fees are reasonable and are the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) each of the Make-Whole Amount and the Specified Fees shall be payable notwithstanding the then prevailing market rates applicable in transactions similar to those contemplated under the Transaction Documents at the time payment is made; (C) there has been a course of conduct among the Parties giving specific consideration in this transaction for such agreement to pay each of the Make-Whole Amount and the Specified Fees; and (D) each Transaction Entity shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each Transaction Entity expressly acknowledges that its agreement to pay each of the Make-Whole Amount and the Specified Fees to Aron as herein described is a material inducement to Aron to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby.

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18.15The “Make-Whole Amount” shall mean the amount, expressed in U.S. Dollars, and in each case determined under the terms of either Section 18.15.1 or Section 18.15.2, as applicable:

18.15.1in the event that the Early Termination Date occurs in connection with a Termination Event with respect to any Transaction Entity as the Defaulting Party or the Affected Party, as applicable, on or prior to June 30, 2023, the amount equal to the sum of:

18.15.1.1for the period from the date of occurrence of the initial Termination Event with respect to any Transaction Entity as the Defaulting Party or the Affected Party, as applicable (the “Specified Termination Event”), that was the basis for the occurrence of an Early Termination Date pursuant to Section 18.3.3 through and including December 31, 2023 (assuming that neither a Termination Event with respect to any Transaction Entity as the Defaulting Party or as the Affected Party, an Event of Default with respect to Aron as the Defaulting Party nor an Early Expiration Date would occur) the aggregate amount for all Product Groups equal to the product of: (i) for each Product Group, the value per barrel equal to the sum of (a) the applicable Index Amounts applicable to such Product Group (based on the then current forward curve as of the date of the Specified Termination Event), plus (b) the then current Price applicable to such Product Group as of the date of the Specified Termination Event; multiplied by (ii) for each Product Group, the greater of (a) the Minimum Inventory and (b) the Historical Average Daily Product Inventory , multiplied by (iii) the Applicable Margin, multiplied by (iv) the number of days in the period commencing on the date of the Specified Termination Event through and including December 31, 2023, divided by three hundred and sixty (360), plus

18.15.1.2for the period from December 31, 2023 through and including the Expiration Date (assuming that neither a Termination Event with respect to any Transaction Entity as the Defaulting Party or as the Affected Party, an Event of Default with respect to Aron as the Defaulting Party nor an Early Expiration Date would occur) the aggregate amount for all Product Groups equal to the product of: (i) for each Product Group, the value per barrel equal to the sum of (a) the applicable Index Amounts applicable to such Product Group (based on the then current forward curve as of the date of the Specified Termination Event), plus (b) the then current Price applicable to such Product Group as of the date of the Specified Termination Event; multiplied by (ii) for each Product Group, the greater of (a) the Minimum Inventory and (b) the Historical Average Daily Product Inventory, multiplied by (iii) the Applicable Margin, multiplied by (iv) 50.00%, multiplied by (v) (A) in respect of any DCRC Products, the number of days in the period commencing on December 31, 2023 through and including June 30, 2024, divided by three hundred and sixty (360) and (B) in respect of any PRC Products and/or, solely during a CRC Joinder Period, any CRC Products, the number of days in the period commencing on December 31, 2023 through and including the Expiration Date, divided by three hundred and sixty (360); or

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18.15.2in the event that the Early Termination Date occurs in connection with a Termination Event with respect to any Transaction Entity as the Defaulting Party or the Affected Party, as applicable, after June 30, 2023, the aggregate amount for all Product Groups equal to the product of: (i) for each Product Group, the value per barrel equal to the sum of (a) the applicable Index Amounts applicable to such Product Group (based on the then current forward curve as of the date of the Specified Termination Event), plus (b) the then current Price applicable to such Product Group as of the date of the Specified Termination Event; multiplied by (ii) for each Product Group, the greater of (a) the Minimum Inventory and (b) the Historical Average Daily Product Inventory, multiplied by (iii) the Applicable Margin, multiplied by (iv) (A) in respect of any DCRC Products, the number of days in the period commencing on the date of the Specified Termination Event through and including June 30, 2024, divided by three hundred and sixty (360) and (B) in respect of any PRC Products and/or, solely during a CRC Joinder Period, CRC Products, the number of days in the period commencing on the date of the Specified Termination Event through and including the Expiration Date, divided by three hundred and sixty (360).

Notwithstanding anything to the contrary herein, the Default Interest Rate will not be given effect in determining the Make Whole Amount; provided that, for the avoidance of doubt, if the Make Whole Amount is owing to Aron and is not paid when due, such overdue amount shall accrue interest at the Default Interest Rate until such amount shall have been paid in full to Aron.

18.16EACH OF THE TERMINATION AMOUNT (INCLUDING THE SETTLEMENT AMOUNT) AND THE FORWARD CONTRACT SETTLEMENT AMOUNT IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND EACH OF THE TERMINATION AMOUNT (INCLUDING THE SETTLEMENT AMOUNT) AND THE FORWARD CONTRACT SETTLEMENT AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

18.17Default Interest Rate for Termination Amount and Forward Contract Settlement Amount. For the avoidance of doubt, if the Termination Amount or the Forward Contract Settlement Amount, as applicable, is owing to the Performing Party and is not paid when due, such overdue amount shall accrue interest at the Default Interest Rate until such amount shall have been paid in full to the Performing Party.

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19.INDEMNIFICATION & CLAIMS

19.1To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement (including the indemnification provisions in Section 21.2 and subject to Section 14), each Transaction Entity shall defend, indemnify and hold harmless Aron, its Affiliates and their Representatives, agents and contractors from and against any Liabilities (i) caused by such Transaction Entity or its Representatives, agents or contractors in performing its obligations under this Agreement, except to the extent that such Liabilities were caused by the negligence or willful misconduct on the part of Aron or its Representatives, agents or contractors or (ii) arising from or attributable to the actual or alleged presence or release of Hazardous Substances in connection with the performance or non-performance of 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 performance or non-performance of the Transaction Documents or the transactions contemplated thereby that is not caused by the negligence or willful misconduct of Aron, its Affiliates, or their Representatives, agents or contractors.

19.2To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement (including the indemnification provisions in Section 21.2 and subject to Section 14), Aron shall defend, indemnify and hold harmless the Transaction Entities, their Affiliates and their Representatives, agents and contractors from and against any Liabilities caused by Aron or its Representatives, agents or contractors in performing its obligations under this Agreement, except to the extent that such Liabilities were caused by the negligence or willful misconduct on the part of any Transaction Entity, its Affiliates, or its Representatives, agents or contractors.

19.3In addition to the indemnification obligations set forth in Sections 19.1 and 19.2 and elsewhere in this Agreement (except as set forth in the indemnification provisions in Section 21.2, and subject to Section 14), each Party (referred to as the “Indemnifying Party”; and, for the avoidance of doubt, all Transaction Entities shall be referred to, collectively, as the Indemnifying Party if any Transaction Entity is an Indemnifying Party) shall indemnify and hold Aron (in the case where the Indemnifying Party is a Transaction Entity) or the Transaction Entities (in the case where the Indemnifying Party is Aron) (the “Indemnified Party”), its Affiliates and their Representatives, agents and contractors harmless from and against any and all Liabilities directly or indirectly arising from (i) the Indemnifying Party’s breach of any of its obligations under or covenants made in this Agreement; (ii) the Indemnifying Party’s negligence or willful misconduct; (iii) the Indemnifying Party’s failure to comply with Applicable Law with respect to the sale, transportation, storage, handling or disposal of Product or violation of any Environmental Law caused by the Indemnifying Party or its Representatives, agents or contractors, unless such violation liability results from the Indemnified Party’s negligence or willful misconduct; or (iv) the Indemnifying Party’s representations, covenants or warranties made herein having been proven to be to be materially incorrect or misleading when made.

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19.4The Parties’ obligations to defend, indemnify and hold each other harmless under the terms of this Agreement shall not vest any rights in any third party, nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in this Agreement.

19.5Each Party agrees to notify the other Parties as soon as practicable after receiving notice of any 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. 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. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves a Termination Event by the Indemnifying Party under this Agreement which shall have occurred and be continuing. Furthermore, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment, which (i) does not include as a term thereof the giving by the claiming party or the plaintiff to the Indemnified Party of an unconditional release from all Liability in respect of such claim, (ii) grants non-monetary relief to the claiming party or the plaintiff or (iii) involves an admission of liability or guilt by the Indemnified Party.

20.LIMITATION ON DAMAGES

20.1UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND NO 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. EACH PARTY ACKNOWLEDGES THE DUTY TO MITIGATE DAMAGES HEREUNDER.

21.INFORMATION & INSPECTION RIGHTS

21.1Audit Rights. Upon the reasonable request of any Party, the other Parties shall provide the requesting Party with copies of all relevant documents and records in its possession that reasonably relate to the calculation of any formula, invoice, statement or the amount of any payment under this Agreement. The provisions of this Section 21 shall survive the termination of this Agreement for 18 months.

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21.2Right to Physical Inspection. From time to time during the Term, Aron shall have the right, at its own cost and expense, to have an Independent Inspector or its Representatives conduct surveys and inspections of any of the Included Locations (including any Tanks) or facilities at any Refinery that are used to handle, store or transfer the Product from any Refinery process units to the Tanks, and to observe any Product transfer, handling, metering or related activities (including for the purpose of conducting sampling and analysis of any Products and any aspects of the Volume Determination Procedures applied by any Transaction Entity pursuant to Sections 6.3 and 9.5); provided that such surveys, inspections and observations shall be made during normal working hours, be subject to the applicable Refinery’s security, safety and other rules and procedures, and be upon reasonable notice and not disrupt any Refinery’s normal operations. Each Transaction Entity agrees to provide Aron’s Independent Inspector and other Representatives with reasonable rights of access to and egress from the Included Locations (including any Tanks) by crossing over, around and about the Facility in connection with this Section 21.2. Aron, when undertaking such survey, inspection or observation, either with its own personnel or a contractor or other Representative, shall be responsible for such personnel, contractor or Representative and each applicable Transaction Entity shall have the right, but not the obligation, to accompany such person at all times while at any Refinery. Neither Aron nor its Representatives may conduct any boring, drilling, probing, digging or other invasive investigative activity and none may operate any equipment or machinery or conduct any testing of the same in the course of such activity. Aron (on behalf of Aron, its Affiliates and their Representatives, agents and contractors), to the fullest extent permitted by Applicable Law, hereby releases the Transaction Entities, their Affiliates and their Representatives, agents and contractors from, and agrees to indemnify, defend and hold harmless the Transaction Entities from any Liabilities, whether incurred by a Transaction Entity or any of its parent entities, subsidiaries or Affiliates, directly or indirectly, including for (i) personal injuries to Aron’s and its Affiliate’s Representatives, agents and contractors and/or (ii) damages to the property of Aron’s and its Affiliate’s Representatives, agents and contractors, to the extent relating to, arising out of or connected with, directly or indirectly, Aron’s survey, inspection or observation of any Refinery and Tanks or Aron Representatives’ travel to or from or presence at any Refinery and Tanks in connection with this Agreement, even if such indemnified event relates to, arises out of or in connection with the active or passive, sole, concurrent or comparative negligence, strict liability, breach of duty (statutory or otherwise), violation of law or other fault of any of the aforesaid indemnified parties, or any pre-existing defect, except as prohibited by Applicable Law.

21.3Disputes Regarding Volume Determination Procedures. If a Party in good faith believes that the Volume Determination Procedures have not been applied correctly, including based on the report of any Independent Inspector, the disputing Party shall provide written notice stating the reasons why the Volume Determination Procedures were applied incorrectly, along with supporting documentation, and the Parties shall thereafter reasonably cooperate in order to resolve the dispute, including considering the report of any Independent Inspector, if applicable. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

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22.GOVERNING LAW & DISPUTES

22.1Dispute Resolution. In the event the Parties are unable to resolve any claim, dispute or controversy regarding this Agreement or any matters arising in connection therewith, prior to initiating any arbitration or litigation as permitted herein, a Party shall refer the matter to a senior representative of such Party. Upon such referral, senior representatives of the Parties having authority to resolve the matter shall meet at a mutually acceptable time and place within ten days thereafter in order to exchange relevant information and to attempt to resolve the matter. If a senior representative intends to be accompanied to a meeting by an attorney, he or she shall give the other Parties’ senior representatives at least three Business Days’ prior notice of such intention so that he or she also can be accompanied by an attorney. If a Party’s senior representative does not meet with the other Parties’ senior representatives within such ten-day period or if the senior representatives are unable to resolve the dispute, then, following the expiration of such ten-day period, any Party may pursue any remedy available at law or in equity to enforce its rights hereunder available to it, subject in any event to the remainder of this Section 22.

22.2Governing Law.

22.2.1General Governing Law. Other than as set forth in Section 22.2.2, this Agreement and all matters arising in connection therewith, including validity and enforcement, contractual matters (except as otherwise set forth in Section 22.2.2) and any contractual payments owed hereunder, shall be governed by, interpreted and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws principles that would result in the application of a different law. As to this Section 22.2.1:

22.2.1Disputes involving amounts in controversy less than $1,000,000 shall be resolved by one arbitrator pursuant to Section 22.4.

22.2.2Disputes involving amounts in controversy of $1,000,000 or more, but less than $2,500,000 shall be resolved by three arbitrators pursuant to Section 22.4.

22.2.3As to matters involving amounts in controversy of $2,500,000 or more, each Party hereby submits itself to the exclusive jurisdiction of (i) any federal court of competent jurisdiction situated in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum, or (ii) if any such federal court declines to exercise or does not have jurisdiction, any Delaware state court in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum.

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22.2.2Governing Law Exceptions. As to claims for personal injury and any claims directly or indirectly based on torts, personal injury, environmental claims and any and all claims in respect of indemnities and releases of claims among the Parties hereunder relating to any claims brought by any Party other than the Transaction Entities, Aron and their respective Affiliates or any Governmental Authority, this Agreement and all matters arising in connection therewith, shall be governed by, interpreted and construed in accordance with (i) in the case of any such claims arising in connection with DCRC and/or the DCRC Refinery, the laws of the State of Delaware, (ii) in the case of any such claims arising in connection with PRC and/or the PRC Refinery, the laws of the State of New Jersey and (iii) in the case of any such claims arising in connection with CRC and/or the CRC Refinery, the laws of the State of Louisiana, in each case, without giving effect to its conflicts of laws principles that would result in the application of a different law. As to this Section 22.2.2, each Party hereby submits itself to the exclusive jurisdiction of (i) any federal court of competent jurisdiction situated in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum, or (ii) if any such federal court declines to exercise or does not have jurisdiction, any Delaware state court in the City of Wilmington, Delaware and agrees not to contest the laying of venue in such forum.

22.3EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO THE JURISDICTION OF ANY COURT PURSUANT TO THIS SECTION 22 OR TO THE VENUE THEREIN OR ANY CLAIM OF INCONVENIENT FORUM OF SUCH COURT. 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.

22.4Arbitration. Any dispute governed by Section 22.2.1.1 or 22.2.1.2 shall be resolved exclusively through final and binding arbitration using a single arbitrator, as to Section 22.2.1.1, or three arbitrators, as to Section 22.2.1.2, applying by reference the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”) as in effect on the date such dispute arises, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between the provisions of this Agreement and the AAA Rules or the Federal Arbitration Act, the provisions of this Agreement shall control.

22.4.1Arbitration must be initiated within the time period allowed by the applicable statute of limitations.

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22.4.2As to Section 22.2.1.1, if the Parties are unable to jointly select an arbitrator within 30 days following the initiation of the dispute, the AAA will name the arbitrator within 30 days after expiration of such period. The Parties each shall pay one-half of the compensation and expenses of the arbitrator(s).

22.4.3As to Section 22.2.1.2, the initiating Party’s notice shall identify the arbitrator such Party is appointing. Aron (in the case where any Transaction Entity is the initiating Party) or the Transaction Entities (in the case where Aron is the initiating Party), as applicable, shall respond within 30 days after receipt of such notice, identifying the arbitrator Aron or the Transaction Entities, as applicable, is appointing. If Aron or the Transaction Entities do not name an arbitrator within the 30 days, the AAA will name the arbitrator for Aron or the Transaction Entities within 30 days after expiration of such period. The two arbitrators so appointed or named shall select a third arbitrator within 30 days after the second arbitrator has been appointed or named. If the two appointed or named arbitrators cannot reach agreement upon the third arbitrator within the 30 day period, the AAA shall promptly name an independent arbitrator to act as the third arbitrator. Each of Aron, on the one hand, and the Transaction Entities, on the other hand, shall pay one-half of the compensation and expenses of the arbitrators.

22.4.4All arbitrators must (i) be neutral persons who have never been officers, directors, employees or consultants or had other business or personal relationships (except acting as arbitrator) with the Parties or any of their Affiliates, officers, directors or employees and (ii) have experience in or be knowledgeable about the matters in dispute.

22.4.5The location of all arbitration proceedings shall be the City of Wilmington, Delaware.

22.4.6The Parties and the arbitrators shall proceed diligently so that the award can be made as promptly as possible. If the amount in controversy is less than $1,000,000 the hearing shall commence as promptly as practicable after the selection of the arbitrator. If the amount in controversy is equal to or exceeds $1,000,000, the hearing shall commence at such time as agreed to by the Parties and the arbitrators but no later than three months after the selection of the third arbitrator. Expedited discovery will be permitted if and as agreed to by the Parties. If the Parties are unable to agree, the arbitrators shall resolve any discovery disputes consistent with the AAA Rules. Any matter involving an amount in controversy that is equal to or in excess of $1,000,000 shall be treated as a large, complex commercial case as per the AAA Rules.

22.4.7Except as provided in the Federal Arbitration Act, the decision of the arbitrators shall be binding on and non-appealable by the Parties. In rendering any decision or award, the arbitrators must abide by all terms and conditions of this Agreement, including the exclusion of consequential, incidental, exemplary, special, indirect and punitive damages set forth in Section 20.

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22.4.8The Parties shall each bear their own costs and expenses (including attorneys’ fees) incurred in arbitrating any dispute pursuant to this Section 22.4.

22.5Availability of Remedies. The Parties acknowledge and agree that damages may not be an adequate remedy for a breach of the provisions of this Agreement. For this reason, among others, the Parties could be irreparably harmed if this Agreement is not deemed to be specifically enforceable or any other legal or equitable remedy or relief is deemed not to be available, and the Parties hereby agree that, without prejudice to Section 18, this Agreement shall be specifically enforceable and that all other legal and equitable remedies and relief shall be available.

23.ASSIGNMENT

23.1This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

23.2No Transaction Entity shall 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 express written consent of Aron, except as set forth in Sections 23.4 and 23.5. Aron shall not assign this Agreement or its rights or interests hereunder, directly or indirectly, through consolidation, amalgamation, merger or transfer, by operation of law or otherwise, in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of the Transaction Entities, except that Aron may, without the Transaction Entities’ express written consent, assign and delegate all of Aron’s rights and obligations hereunder to any Affiliate of Aron; provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc.

23.3If written consent is given for any assignment, the assignor shall remain jointly and severally liable with the assignee for the full performance of the assignor’s obligations under this Agreement unless the Parties otherwise agree in writing.

23.4Any Party may create a security interest in (but may not otherwise assign any interest in) its receivables under this Agreement as to a third party without the consent of the other Parties; provided that no such security interest shall impair or limit any rights or remedies of the other Parties hereunder, including any rights of setoff, recoupment or counterclaim.

23.5Each Transaction Entity may assign its rights and obligations under this Agreement to any and all lenders, security, note or bond holders, lien holders, investors, equity providers and other persons providing any interim or long term equity or debt financing, refinancing or recapitalization for any Refinery, their successors and assigns and any trustees or agents acting on their behalf. Additionally, if any Transaction Entity wishes to assign (i) its rights and obligations under this Agreement, (ii) any Specified Transactions or (iii) any assets, including any Refinery and/or the Tanks, related to this Agreement to a master limited partnership that is an Affiliate of such Transaction Entity, Aron agrees that it will cooperate with such Transaction Entity in good faith and in a commercially reasonable manner to accommodate such assignment on terms that preserve for Aron, in all material respects, the economic and legal substance of the transactions contemplated by this Agreement and the Transaction Documents.

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23.6Any prohibited assignment in violation of this Section 23 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 or Parties attempting such assignment.

24.NOTICES

24.1Notices in Writing. Any notice, demand or document that a Party is required or may desire to give hereunder, in accordance with the terms hereof, must be (i) in writing and given by personal delivery, overnight courier, facsimile or U.S. mail registered or certified mail, return receipt requested, with the postage prepaid and properly addressed or communicated to the applicable Party at its address or facsimile number set forth on Schedule K or (ii) transmitted by email to the applicable Party’s email set forth on Schedule K. A Party may change its address or email address by giving written notice to the other Parties in accordance with this Section 24.1, which is effective upon receipt. Any notice delivered or made by personal delivery, overnight courier, facsimile or U.S. mail shall be deemed to be given on the date of actual delivery as shown by the receipt for personal delivery or overnight courier delivery, the addresser’s machine confirmation for facsimile deliver or the registry or certification receipt for registered or certified mail. Any notice sent by email in accordance with this Section 24.1 shall be deemed to have been received when transmitted by email to the applicable Party’s email set forth in Schedule K if such is sent by 5:00 pm EPT on a Business Day, or if thereafter, on the next Business Day.

25.NATURE OF THE TRANSACTION & RELATIONSHIP OF THE PARTIES

25.1Neither this Agreement nor any other Transaction Document or transaction under any of them, nor the performance by the Parties of their respective obligations under this Agreement, any other Transaction Document or any transaction shall constitute or create a joint venture, partnership or legal entity of any kind between the Parties. It is understood that each Party has complete charge of its employees and agents in the performance of its duties hereunder and nothing herein shall be construed to make a Party, or any employee or agent of such Party, an agent or employee of another Party. No Party shall have any authority (unless expressly conferred in writing under this Agreement or otherwise and not revoked) to bind another Party as its agent or otherwise.

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26.CONFIDENTIALITY

26.1This Agreement and all documents related to the foregoing and any information pertaining thereto made available by a Party or its Representatives to the other Parties or their Representatives are confidential (collectively, “Confidential Information”), which obligation supersedes in all respects the Mutual Confidentiality Agreement dated as of April 18, 2013 by and between Aron and PBFH (the “Confidentiality Agreement”). Each Party shall at a minimum use the same efforts and standard of care with respect to Confidential Information provided by the other Parties that it uses to preserve its own confidential information, and in no event less than commercially reasonable efforts. Confidential Information shall not be discussed with or disclosed to any third party by any Party except for such information (i) as may become generally available to the public through no breach of this Section 26.1 or any other agreement between the Parties, (ii) as may be required or appropriate in response to any summons, subpoena or otherwise in connection with any litigation or to comply with any Applicable Law or accounting disclosure rule or standard or request by any supervisory or regulatory authority, (iii) as may be obtained from a non-confidential source that disclosed such information in a manner that did not violate its obligations to the other Parties or its credit support provider in making such disclosure, or (iv) as may be furnished to the disclosing Party’s Affiliates or to its Representatives, all of whom are required to keep the information that is disclosed in confidence. This Section 26.1 shall remain in effect for two years following the termination of this Agreement.

26.2In the case of disclosure covered by clause (ii) of Section 26.1, the disclosing Party shall notify the other Parties in writing of any proceeding of which it is aware which may result in disclosure (provided that the disclosing Party shall not be required to waive any attorney-client or work product privilege) and shall use reasonable efforts to prevent or limit such disclosure. The Parties may exercise all remedies available at law or in equity to enforce or seek relief in connection with the confidentiality obligations contained in this Agreement.

27.CHANGE IN LAW

27.1Each Party shall make reasonable efforts to monitor any proposed Change in Law that may reasonably be expected to have an impact on Aron’s ability to perform any of its obligations under any of the Aron Hedges in a commercially reasonable manner and shall promptly notify the other Parties upon becoming aware of any such proposed Change in Law. Such notice shall identify the proposed Change in Law and set out in reasonable detail the effects the notifying Party anticipates such Change in Law would have upon such performance of any such Aron Hedges if enacted. The Parties shall in good faith meet to discuss what, if any, measures can be taken by any Party to minimize and/or mitigate the effect of any such proposed Change in Law. If a Change in Law results or would result in a Party (the “Adversely Affected Party”): (a) violating any Applicable Law in connection with its performance of any of the Aron Hedges, or (b) incurring Taxes, Liabilities or other sanctions of a monetary nature in excess of $1,000,000 per annum solely as a result of such Party’s performance of the Aron Hedges, in each case the Adversely Affected Party shall be entitled to request that the Parties meet for purposes of addressing such Change in Law by providing written notice (a “Change in Law Notice”) to the other Parties (the “Non-Affected Parties”). Within seven Business Days of receipt of a Change in Law Notice, the Parties shall meet in good faith with a view to identifying any steps (“Consequential Steps”) that would alleviate the effects of the relevant Change in Law on the Adversely

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Affected Party, which may include an agreement between the Parties to share the relevant incremental losses incurred by the Adversely Affected Party or the amendment of any Transaction Document. In identifying the Consequential Steps, the Parties shall, as far as is reasonably practicable, do so in a manner that preserves the balance of the commercial agreement (including economic benefits, risk allocation, costs and Liabilities) existing between the Parties under this Agreement as of the Third Restatement Effective Date. In the event the Parties cannot reach agreement on the Consequential Steps and on the implementation of the same within 30 Business Days of receipt by the Non-Affected Parties of the Change in Law Notice, any Party may terminate this Agreement by giving the other Parties 30 Business Days’ advance notice of such termination and, in such case, the Parties shall comply with the procedures of Section 3.8 solely in respect of the Included Locations and Products that are subject to the effects of the relevant Change in Law, mutatis mutandis.

27.2Each Party shall make reasonable efforts to monitor any proposed Change in Law that results from, or is relevant to, any Taxes, Liabilities or sanctions in respect of any gross receipts tax pursuant to Title 30 of the Delaware Code as in effect from time to time (a “Delaware Tax Change in Law”), and that may reasonably be expected to have an impact on any Party’s (or its Guarantor’s) ability to perform any of its obligations under any of the Transactions Documents in a commercially reasonable manner and shall promptly notify the other Parties upon becoming aware of any such proposed Delaware Tax Change in Law. Such notice shall identify the proposed Delaware Tax Change in Law and set out in reasonable detail the effects the notifying Party anticipates such Delaware Tax Change in Law would have upon such performance of any such Transaction Documents if enacted. The Parties shall in good faith meet to discuss what, if any, measures can be taken by any Party to minimize and/or mitigate the effect of any such proposed Delaware Tax Change in Law. If a Delaware Tax Change in Law results or would result in a Party or its Guarantor (the “Adversely Tax Affected Party”) incurring Taxes, Liabilities or other sanctions of a monetary nature in excess of $1,500,000 per annum solely as a result of such Party’s (or its Guarantor’s) performance of the Transaction Documents, in each case the Adversely Tax Affected Party shall be entitled to request that the Parties meet for purposes of addressing such Delaware Tax Change in Law by providing written notice (a “Change in Tax Law Notice”) to the other Parties (the “Tax Non-Affected Parties”). Within seven Business Days of receipt of a Change in Tax Law Notice, the Parties shall meet in good faith with a view to identifying any steps (“Consequential Tax Steps”) that would alleviate the effects of the relevant Delaware Tax Change in Law on the Adversely Tax Affected Party, which may include an agreement between the Parties to share the relevant incremental losses incurred by the Adversely Tax Affected Party or the amendment of any Transaction Document. In identifying the Consequential Tax Steps, the Parties shall, as far as is reasonably practicable, do so in a manner that preserves the balance of the commercial agreement (including economic benefits, risk allocation, costs and Liabilities) existing between the Parties under this Agreement as of the Third Restatement Effective Date. In the event the Parties cannot reach agreement on the Consequential Steps and on the implementation of the same within 30 Business Days of receipt by the Tax Non-Affected Parties of the Delaware Tax Change in Law Notice, then any Party may terminate this Agreement by giving the other Party at least 30 Business Days advance notice of such termination which shall provide for a termination date on the first Business Day of a month and, in such case, the Parties shall comply with the procedures of Section 3.8 solely in respect of the Included Locations and Products that are subject to the effects of the relevant Delaware Tax Change in Law, mutatis mutandis.

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28.MISCELLANEOUS

28.1Survival. Termination or expiration of this Agreement shall not affect any rights or obligations that may have accrued prior to termination, including any in respect of antecedent breaches and, for the avoidance of doubt but subject to the terms of this Agreement, any rights or obligations under this Agreement or any of the other Transaction Documents in respect of transactions entered into up to and including the date of termination or expiration of this Agreement. The obligations of each Party that expressly survive termination, are required to take effect on or give effect to termination or the consequences of termination or which by their very nature must survive termination shall continue in full force and effect notwithstanding termination of this Agreement.

28.2Entire Agreement; Amendments.

28.2.1This Agreement constitutes the entire agreement of the Parties regarding the matters contemplated herein or related thereto and no representations or warranties shall be implied or provisions added hereto in the absence of a written agreement to such effect between the Parties after the Third Restatement Effective Date; provided, however, that nothing in this Agreement shall limit, impair or contravene the Parties’ or their Affiliates’ rights as set forth in any Specified Transaction (whether entered into prior to, on or after the Third Restatement Effective Date) regarding the collection and determination of margin and collateral, the exporting or importing of events of default, termination events or the netting and setting off of amounts due.

28.2.2Subject to Section 28.2.3, Section 28.2.4 and as otherwise expressly provided in Sections 2.10 and 2.11, this Agreement may not be altered, amended, modified or otherwise changed in any respect except by a writing duly executed by an authorized representative of each Party and no representations or warranties shall be implied or terms added in the absence of a writing signed by each Party. No promise, representation or inducement has been made by any Party that is not embodied in this Agreement, and no Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

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28.2.3The Parties may from time to time remove a Product from, add a Product to or modify a Product on Schedule A (each, a “Product Change”) or remove a Tank from Schedule B or add a removed Tank back to Schedule B (each, a “Tank Status Change”) in accordance with the following procedures:

(a)Each Product Change or Tank Status Change shall be evidenced by an email exchange initiated by Aron (which initiation may be requested by a Transaction Entity at any time, subject to Aron’s subsequent agreement to initiate such email exchange) and subsequently acknowledged and agreed by any Transaction Entity, which shall specifically reference (i) in the case of a Product Change, the Product being removed, added or modified, the effective date of such Product Change and, if such Product Change is known to be temporary, the date or expected date as of which such Product Change is to end and (ii) in the case of a Tank Status Change, the Tank, indicate the nature of the Tank Status Change (i.e., whether it is being removed from or added to Schedule B), the effective date of such Tank Status Change and, if such Tank Status Change is known to be temporary, the date or expected date as of which such Tank Status Change is expected to end (it being acknowledged that such expected date is merely for informational purposes). Any matter other than a Product Change or Tank Status Change that is addressed or discussed in any such email communications shall not be binding on the Parties.

(b)An exchange of emails complying with the terms of this Section 28.2.3 shall (notwithstanding anything to the contrary herein) constitute an amendment of Schedules A or B as applicable with respect to the relevant Product or Tank.

(c)Whenever, as a result of any Tank Status Change effected in accordance with the foregoing procedures, a Tank is (i) included on Schedule B, it shall constitute an Included Location for purposes of the Agreement or (ii) excluded from such Schedule B, it shall cease to constitute an Included Location for purposes of the Agreement, in each case as of the relevant effective date.

28.2.4In accordance with the terms below, the Parties may from time to time, by mutual agreement, replace any Schedule hereto with a new Schedule (each, a “Schedule Change”). Each Schedule Change shall be evidenced by an email exchange initiated by Aron (which initiation may be requested by a Transaction Entity at any time, subject to Aron’s subsequent agreement to initiate such email exchange) and subsequently acknowledged and agreed by any Transaction Entity, which shall specifically reference the new Schedule, the effective date of such Schedule Change and, if such Schedule Change is known to be temporary, the date or expected date as of which such Schedule Change is to end. Any matter other than a Schedule Change that is addressed or discussed in any such email communications shall not be binding on the Parties.

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28.3Severability. If at any time any court of competent jurisdiction declares that any provision of this Agreement is or any provision of this Agreement becomes illegal, invalid or unenforceable in any respect under any Applicable Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the Applicable Law of any other jurisdiction will be affected or impaired in any way. The Parties will negotiate in good faith with a view to reform this Agreement in order to give effect to the original intention of the Parties and produce as nearly as is practicable in all the circumstances the appropriate balance of the commercial interests of the Parties. The failure to agree upon such provisions for any reason or no reason shall not be considered a breach of this Agreement.

28.4Waiver and Cumulative Remedies. No failure to exercise, nor any delay in exercising, any right, power or remedy under this Agreement or provided by Applicable Law shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy prevent any further or other exercise or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

28.5Time Is of the Essence. Time shall be of the essence for this Agreement with respect to all aspects of each Party’s performance of its obligations under this Agreement.

28.6No Third-Party Beneficiaries. There are no third party beneficiaries to this Agreement and the provisions of this Agreement shall not impart any legal or equitable right, remedy or claim enforceable by any person, firm or organization other than the Parties and their successors in interest and permitted assigns.

28.7Announcements. At no time during the Term of this Agreement, and for a period of two years following its expiration or termination, shall any Party issue any press announcement or public statement regarding this Agreement without the prior written consent of the other Parties, except as may be required by Applicable Law or applicable stock exchange rules or requirements or to the extent public disclosure is required under the circumstances described in any relevant confidentiality agreement entered into between the Parties. The issuing Party will:

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28.7.1use all reasonable efforts to notify the other Parties of the content of such announcement at least three Business Days prior to such issue (unless otherwise required by Applicable Law or to the extent public disclosure is required under the circumstances described in any relevant confidentiality agreement entered into by the Parties); and

28.7.2take the other Parties’ comments on the proposed announcement into account as is reasonable under the circumstances, provided such comments are received within two Business Days of the notification.

28.8Certain Expenses. The Transaction Entities shall, jointly and severally, pay (i) all reasonable and documented out-of-pocket expenses incurred by Aron (including the reasonable fees, charges and disbursements of one outside counsel and one special regulatory counsel for Aron) 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 Aron and its Affiliates in connection with the enforcement or protection of Aron’s rights under or in connection with this Agreement and the other Transaction Documents.

28.9Counterparts. This Agreement may be executed by the Parties in separate counterparts and all such counterparts shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf the signature is executed) the same with the same force and effect as if such facsimile or electronic signature page were an original thereof.

28.10Joint and Several Liability. Notwithstanding anything herein or in any other Transaction Document to the contrary, each Transaction Entity hereby agrees that the obligations of any Transaction Entity hereunder and under any other Transaction Document are joint and several in nature in all respects, including the obligations of the Transaction Entities’ Guarantor in respect of its Guaranty. In addition, any agreement, notice, report or other document delivered by any Transaction Entity hereunder or under any other Transaction Document shall (without duplication of any obligations of any Transaction Entities) be binding upon each Transaction Entity as if delivered by such Transaction Entity, regardless of whether such Transaction Entity delivered such agreement, notice, report or other document or was aware or otherwise had knowledge of any information contained therein.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative.


			J. ARON $ COMPANY LLC
			By:
			Name:
			Title:


			DELAWARE CITY REFINING COMPANY LLC
			By:
			Name:
			Title:


			PAULSBORO REFINING COMPANY LLC
			By:
			Name:
			Title:


			PBF HOLDING COMPANY LLC
			By:
			Name:
			Title:

[Signature Page to Third Amended and Restated Inventory Intermediation Agreement]

PBF Energy Announces Successful Renewal and Extension of Credit Facility,

Total Availability Increases to $4.3 Billion

PARSIPPANY, NJ – May 25, 2022 - PBF Energy Inc. (NYSE:PBF) today announced that its subsidiary, PBF Holding Company LLC, successfully completed a multi-year extension of its asset-based revolving credit facility (“Credit Facility”), with an aggregate commitment of $4.3 billion. The Credit Facility includes two committed tranches, an extended tranche of $2.75 billion that will mature in January 2025 and an existing tranche of $1.55 billion that retains the current maturity date in May 2023. The extended tranche of the Credit Facility may be increased under the accordion by up to $2.0 billion. The Credit Facility was extended with no other significant change in terms.

Erik Young, PBF Energy's Chief Financial Officer, said, “Our amended and extended, multi-year Credit Facility provides more than ample near-term liquidity and financial flexibility, and is a critical component of our continuing efforts to strengthen the balance sheet. We thank our bank group and appreciate their support and confidence in PBF Energy.”

Bank of America, N.A. is the Joint Lead Arranger, Joint Bookrunner and Administrative Agent for the 35-bank syndicate participating in the Credit Facility. Bank OZK; Citibank N.A.; MUFG Bank, Ltd.; NYCB Specialty Finance Company, LLC; PNC Bank, N.A.; Regions Bank; Royal Bank of Canada; and Wells Fargo Bank, National Association acted as Joint Lead Arrangers and Joint Bookrunners. Truist Bank, N.A. acted as Joint Bookrunner.

Forward-Looking Statements

Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company's control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the company's filings with the SEC, as well as the risks disclosed in PBF Logistics LP's SEC filings and any impact PBF Logistics LP may have on the company's credit rating, cost of funds, employees, customers and vendors; risk relating to the securities markets generally; the supply, demand, prices and other market conditions for our products or crude oil; risk associated with the East Coast refining reconfiguration; our expectations with respect to our capital improvements and turnaround projects; risks associated with our obligation to buy Renewable Identification Numbers and related market risks related to the price volatility thereof; our ability to make, and realize the benefits from, acquisitions or investments, including in renewable diesel productions, on any announced time frame or at all; the effect of the COVID-19 pandemic and related governmental and consumer responses; our expectations regarding capital spending and the impact of market conditions on demand for the balance of 2022; and the impact of adverse market conditions affecting the company, unanticipated developments, regulatory approvals, changes in laws and other events that negatively impact the company. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

About PBF Energy Inc.

PBF Energy Inc. (NYSE:PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey and Ohio. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

PBF Energy Inc. also currently indirectly owns the general partner and approximately 48% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

###

Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994

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Form 8-K PBF Holding Co LLC For: May 25 Filed by: PBF Energy Co LLC

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