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) solely after the use of the amount set forth in clause (1), an amount equal to Suppressed Availability determined as of the date of such notice (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) Subject to Section 1.06(b), each of the conditions set forth in Sections 4.02(b), (c), (d) and (e) shall be satisfied on or prior to the Increase Effective Date;

(ii) 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);

(iii) 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;

(iv) 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 Line Cap (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, 2022, 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.

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.

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.

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ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

Section 4.01 Conditions to Effectiveness and Initial Credit Extension.

The effectiveness of this Agreement shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01:

(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) this Agreement, (ii) a Borrowing Base Certificate as of July 31, 2023 and (iii) a Perfection Certificate.

(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 Willkie Farr & Gallagher 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 customary matters for credit facilities of this type 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 appraisers, consultants and other advisors) required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document.

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(f) Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief executive officer and the 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. 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.

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 Section 1.06(b)) 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 Line Cap.

(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 recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

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(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 Willkie, Farr & Gallagher 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 Payment in Full of the Secured Obligations, 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);

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(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, (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, 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 2022 and 2023 will be in a form acceptable to the Administrative Agent), but to include a balance sheet, statement of 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;

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(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 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;

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(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; Businesses 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.

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(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.

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 (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 by applicable law or binding agreement or (ii) that is subject to attorney-client privilege or constitutes attorney work product.

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(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.

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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 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).

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(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.

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.

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 information the provision or disclosure of which is prohibited pursuant to Applicable Law or protected by attorney-client privilege; and

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(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 Line Cap 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 Line Cap 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.

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(b) Schedule 1.01(e) sets forth each Excluded Subsidiary designated as such under the Existing Revolving Credit Agreement immediately prior to the Effective Date, each of which shall be deemed to be designated an Excluded Subsidiary under this Agreement. In addition to Excluded Subsidiaries designated as such on or prior to the Effective Date, 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 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 Payment in Full of the Secured Obligations, 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 (which, solely to the extent in excess of $10,000,000 in the aggregate, are 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, 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);

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(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) 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));

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(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, 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);

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(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) 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;

(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

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(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”);

(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;

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(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 proceeds (including insurance proceeds) thereof) 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 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);

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(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;

(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;

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(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);

(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;

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(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, solely to the extent in excess of $10,000,000 in the aggregate, are identified on Schedule 6.04(b));

(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);

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(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, at the election of the Administrative Borrower, (x) at the time of the approval of such Investment or the execution of the related Acquisition Agreement, no Default or Event of Default and (y) at the time such Investment is made or such Permitted Acquisition closes, no Specified Event of Default) shall have occurred or shall result therefrom;

(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);

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(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 in 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 Effective Date 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];

(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;

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(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 Asset 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 (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.

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(b) At any time when Excess Availability is below the Threshold Basket Amount after giving effect to such Asset Sale on a pro forma basis, 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 (other than any such Asset Sale made pursuant to a legally binding commitment entered into at a time when no Default exists), 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);

(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;

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(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 Original 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;

(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).

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(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 Line Cap (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), 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

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(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;

(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];

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(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”).

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(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 “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 covenant set forth in Section 6.09(a), (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, (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) and (v) until the timely receipt of the applicable Specified Equity Contribution in accordance with the foregoing, (x) the Administrative Agent and the Lenders shall have no obligation to make Revolving Loans or other Credit Extensions under this Agreement and (y) the Administrative Agent and the Lenders shall not be permitted to accelerate Revolving Loans held by them or to exercise remedies against the Collateral, unless the failure to be in compliance with the financial covenant set forth in Section 6.09(a) is not timely cured pursuant to the exercise of the cure right in accordance with this Section 6.09(b).

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 Line Cap, 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)).

Section 6.11 Limitation on Certain Restrictions on Subsidiary Guarantors.

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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.

(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.

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(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.

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:

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(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 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 any amendment or waiver adopted in accordance with Section 10.02 or any other express provision set forth in a Loan Document).

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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 in Full of all Guaranteed Obligations, 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.

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.

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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”):

(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;

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(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, 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;

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(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 to it representing securities pledged under the Security Documents or to file UCC continuation statements;

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(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;

(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;

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(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 Rights as a Lender.

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.

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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 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.

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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 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.

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(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 Bank 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.

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.

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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 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.

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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, 2^nd Floor
Parsippany, NJ 07054-3887
Attention: Trecia M. Canty
Telecopier No.: (973) 971-3654
Email:trecia.canty@pbfenergy.com

with a copy to:

PBF Holding Company LLC
1 Sylvan Way, 2^nd Floor
Parsippany, NJ 07054-3887
Attention: Karen B. Davis
Telecopier No.: (973) 455-7560
Email: Karen.Davis@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.
Telecopier No.: 212-728-8111
Email: amena@willkie.com

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(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 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.

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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.

(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.

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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.

(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:

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(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;

(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);

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(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 “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).

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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

Section 10.03 Expenses; Indemnity; Damage Waiver.

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(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 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.

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(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.

(e) Payments. All amounts due under this Section shall be payable not later than 5 Business Days after written demand therefor.

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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:

(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);

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(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 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.

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(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.

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).

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(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 Payment in Full of the Secured Obligations has not occurred. 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 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.

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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.

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.

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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.

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.

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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:

(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;

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(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, 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 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.

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(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.

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).

Section 10.21 Amendment and Restatement; Reaffirmation.

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(a) Each Loan Party, Administrative Agent, Collateral Agent, each of the Lenders and Issuing Banks and each other party hereto hereby acknowledges and agrees that, upon the Effective Date, this Agreement shall be deemed to amend, restate and replace the Existing Revolving Credit Agreement in its entirety. On the Effective Date, the outstanding Existing Loans shall be converted into Loans under this Agreement and shall be governed by the terms and conditions set forth herein. All Loans and Commitments made under the Existing Revolving Credit Agreement and all other Obligations (as defined in the Existing Revolving Credit Agreement) shall not be deemed to be novated, paid, released, discharged or terminated hereby and all Liens securing such obligations shall be in all respects continuing in full force and effect with respect to the Obligations; provided, however, that from and after the Effective Date, the terms and conditions of the Obligations (as defined in the Existing Revolving Credit Agreement) shall be replaced and superseded in their entirety by, and be as set forth in, this Agreement and the other Loan Documents. From and after the Effective Date, (i) all Loan Documents (as defined in the Existing Revolving Credit Agreement) shall continue in full force and effect (as the same now exist or as the same may be amended, restated and/or replaced in conjunction herewith, as the case may be) and shall be deemed to constitute Loan Documents hereunder, (ii) each reference in the Loan Documents entered into pursuant to the Existing Revolving Credit Agreement to “Administrative Agent” or “Collateral Agent” shall be a reference to “Administrative Agent” or “Collateral Agent”, each as such term is defined in this Agreement, (iii) each reference in the Loan Documents entered into pursuant to the Existing Revolving Credit Agreement to “Lenders” shall be a reference to “Lenders” as such term is defined in this Agreement, (iv) each reference in the Loan Documents to “Borrower” or “Borrowers” shall be a reference to “Borrower” or “Borrowers” as defined in this Agreement, (v) each reference to “Loan Party” or “Loan Parties” shall be a reference to “Loan Party” or “Loan Parties” as defined in this Agreement, (vi) each reference in the Loan Documents to “Obligation” or “Obligations” shall be a reference to “Obligation” or “Obligations” as defined in this Agreement, (vii) each reference in the Loan Documents to any section (or subsection) of the Existing Revolving Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and each reference to the Existing Revolving Credit Agreement in any Loan Document (but not herein) shall be a reference to this Agreement, (viii) each reference to “Note” or “Notes” in the Loan Documents shall be a reference to the “Note” or “Notes” as defined in this Agreement and (ix) each notice address for Administrative Agent and Lenders set forth in the Loan Documents shall be deemed to be amended to be the addresses for Agent and Lenders set forth herein.

(b) Each of the Loan Parties hereby acknowledges and agrees that, both before and after giving effect to this Agreement: (i) the Security Agreement, including, without limitation, all of the terms, provisions, obligations, guarantees, agreements and schedules pertaining to it under and forming part of the Security Agreement, is and shall continue to be in full force and effect, and is hereby ratified and confirmed in all respects by it; and (ii) the Security Agreement Collateral which it owns continues to secure the Secured Obligations under the Security Agreement, all without offset, defense or counterclaim. Each of the Loan Parties hereby reaffirms, confirms and ratifies its obligations and liabilities under the Security Agreement, all without offset, defense or counterclaim. Each of the Loan Parties acknowledges and agrees that on and after the date hereof all references in the Security Agreement to such Security Agreement, “hereto”, “hereof”, “hereunder” or words of like import referring to such Security Agreement shall mean such Security Agreement as reaffirmed pursuant to this paragraph.

[Signature Pages Follow]

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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:	/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

	MARTINEZ REFINING COMPANY LLC, as a Borrower

	By:	/s/ Joseph Marino
		Name: Joseph Marino
		Title: Treasurer