TABLE OF CONTENTS

Section		Page

ARTICLE I.

DEFINED TERMS; PRINCIPLES OF CONSTRUCTION

Section 1.01	Defined Terms	2

Section 1.02	Principles of Construction	38

Section 1.03	Accounting Terms; GAAP	39

Section 1.04	Single Agreement	39

Section 1.05	Inconsistency	39

Section 1.06	Additional Defined Terms	39

ARTICLE II.

TERM OF AGREEMENT; CONDITIONS TO THE EFFECTIVE DATE

Section 2.01	Term of Agreement	41

Section 2.02	PESRM Conditions to the Effective Date	41

Section 2.03	MLC Conditions to the Effective Date	46

ARTICLE III.

PURCHASE, SALE AND DELIVERY OF
CRUDE OIL

Section 3.01	Supply by MLC of Crude Oil Requirements	46

Section 3.02	Conditions to Crude Oil Supply Obligation	47

Section 3.03	[Reserved]	47

Section 3.04	Crude Oil Initial Sales	47

Section 3.05	Daily Actual Production Books	47

Section 3.06	Financial Report	48

Section 3.07	[Reserved]	48

Section 3.08	Certain Additional MLC Reports	48

Section 3.09	Crude Oil Sourcing Protocols	48

Section 3.10	CO Transactions	54

Section 3.11	Daily Trades Done To Date Report	54

** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Section 3.12	Crude Oil Title and Risk of Loss	54

Section 3.13	Crude Oil Good and Marketable Title	54

Section 3.14	CRUDE OIL NO WARRANTY OF MERCHANTABILITY	54

Section 3.15	Crude Oil Payment Responsibility and Invoicing	55

Section 3.16	Daily Actual Production Book; Further Assurances in Respect of On-Premise Infrastructure	55

Section 3.17	PESRM-MLC CO Secured Prepay Transactions; International Transactions	55

Section 3.18	[Reserved]	56

Section 3.19	First Purchaser Requirements	56

ARTICLE IV.

PURCHASE, SALE AND DELIVERY OF
REFINED PRODUCTS

Section 4.01	Supply by PESRM of Refined Products Produced by the Refinery	57

Section 4.02	Conditions to Refined Product Purchase Obligation	57

Section 4.03	Reserved	57

Section 4.04	Third Party Reports	57

Section 4.05	RP Transactions and Certain RP Sales Contracts	58

Section 4.06	Refined Product Title	58

Section 4.07	REFINED PRODUCT - NO WARRANTY OF MERCHANTABILITY	58

Section 4.08	[Reserved]	58

Section 4.09	Refined Product Sales Protocols	58

Section 4.10	Prepayments	63

Section 4.11	RP Payment Responsibility and Invoicing	64

Section 4.12	PESRM-MLC RP Secured Prepay Transactions; International Transactions	64

Section 4.13	Initial RP Purchases	65

Section 4.14	Butane Sale Transactions	65

Section 4.15	Off-Spec Product	66

Section 4.16	PESRM as Obligated Party	66

ARTICLE V.

PAYMENTS AND INVOICING

Section 5.01	Daily Payment	66

Section 5.02	Monthly True-Up	69

Section 5.03	Auto Bin True-Ups	71

Section 5.04	Disputed Invoices	71

Section 5.05	Payment Netting	72

Section 5.06	Payment Convention	72

Section 5.07	Tax Status of the Parties	72

ARTICLE VI.

DOWNGRADE TERMINATION EVENT,
ACKNOWLEDGEMENT AND OTHER MATTERS

Section 6.01	Downgrade and Cost of Assurance Trigger Event	72

Section 6.02	Termination at Expiration of the Term	73

Section 6.03	Unexcused MLC Failure to Deliver or Accept	74

Section 6.04	Semi-Annual Inspections	75

Section 6.05	Required Infrastructure	76

Section 6.06	PESRM-MLC Secured Prepay Transactions	76

Section 6.07	Accounting Treatment	77

Section 6.08	[Reserved]	77

Section 6.09	Change in Law	77

Section 6.10	PESRM Acknowledgement	78

Section 6.11	Inventory Volumes	78

Section 6.12	[Reserved]	78

Section 6.13	Procedures for Resolving Claims Against Third Parties	78

Section 6.14	Operational Imbalances	79

Section 6.15	PESRM/PESIC Failure to Perform	79

Section 6.16	Foreign Trade Zone Operator; Imports and Exports	80

Section 6.17	MLC Guaranty	80

Section 6.18	Demurrage Cost Invoicing	80

Section 6.19	Inventory, Sale and Receipt Data Reconciliation	80

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Section 6.20	Anti-Corruption Laws	81

Section 6.21	[Reserved]	82

Section 6.22	Transmix	82

Section 6.23	[Reserved]	82

Section 6.24	Aggregate Liability Limitations	82

Section 6.25	[] No Title to Hydrocarbons**	83

ARTICLE VII.

INDEMNITIES

Section 7.01	Indemnities	83

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES OF THE TRANSACTION PARTIES

Section 8.01	Organization; Powers	90

Section 8.02	Authorization; Enforceability	91

Section 8.03	No Conflicts; Material Contracts	91

Section 8.04	Financial Statements; Projections	92

Section 8.05	Properties	92

Section 8.06	Intellectual Property	92

Section 8.07	Equity Interests and Subsidiaries	93

Section 8.08	Litigation; Compliance with Laws; Permits; and Agreements	93

Section 8.09	[Reserved]	94

Section 8.10	[Reserved]	94

Section 8.11	Investment Company Act	94

Section 8.12	[Reserved]	94

Section 8.13	Taxes	94

Section 8.14	No Material Misstatements	94

Section 8.15	Labor Matters	95

Section 8.16	Solvency	95

Section 8.17	Employee Benefit Plans	95

Section 8.18	Environmental Matters	96

Section 8.19	Insurance	98

Section 8.20	Security Documents	98

Section 8.21	Anti-Terrorism Laws	99

Section 8.22	Location of Hydrocarbon Inventory	100

Section 8.23	[Reserved]	100

Section 8.24	Affiliate Transactions	100

Section 8.25	Common Enterprise	100

Section 8.26	Certain Additional Representations	101

ARTICLE IX.

REPRESENTATIONS AND WARRANTIES OF MLC

Section 9.01	Organization; Powers	102

Section 9.02	Authorization; Enforceability	102

Section 9.03	No Conflicts	102

Section 9.04	Litigation; Compliance with Laws	102

Section 9.05	Wholly-Owned Subsidiary	103

ARTICLE X.

PESRM AFFIRMATIVE COVENANTS

Section 10.01	Financial Statements, Reports, etc.	103

Section 10.02	Litigation and Other Notices	105

Section 10.03	Existence; Businesses and Properties	106

Section 10.04	Insurance	106

Section 10.05	Taxes; Filings	107

Section 10.06	Employee Benefits	107

Section 10.07	Maintaining Records; Access to Properties and Inspections	108

Section 10.08	[Reserved]	108

Section 10.09	Compliance with Environmental Laws and Environmental Permits; Environmental Reports	108

Section 10.10	Additional Collateral; Additional Guarantors	109

Section 10.11	Security Interests; Further Assurances	111

Section 10.12	Information Regarding Collateral	112

Section 10.13	Depository Banks	112

Section 10.14	Affirmative Covenants with Respect to Required Infrastructure	113

Section 10.15	[Reserved]	113

Section 10.16	Designation of Excluded Subsidiaries	113

Section 10.17	Anti-Terrorism Laws	114

Section 10.18	Third Party Consent Agreements	114

Section 10.19	Refinery Turnaround, Maintenance and Closure	114

Section 10.20	Certain PESRM Services	115

ARTICLE XI.

PESRM NEGATIVE COVENANTS

Section 11.01	Indebtedness	116

Section 11.02	Liens	119

Section 11.03	Sale and Leaseback Transactions	124

Section 11.04	Investment, Loan, Advances and Acquisition	124

Section 11.05	Mergers and Consolidations	126

Section 11.06	Asset Sales	127

Section 11.07	Dividends	129

Section 11.08	Transactions with Affiliates	131

Section 11.09	[Reserved]	133

Section 11.10	Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.	133

Section 11.11	Limitation on Certain Restrictions on Guarantors	133

Section 11.12	Business	134

Section 11.13	Fiscal Year	134

Section 11.14	Compliance with Anti-Terrorism Laws	135

Section 11.15	Speculative Transactions	135

Section 11.16	Title to Hydrocarbons	135

ARTICLE XII.

COVER TRANSACTIONS

Section 12.01	Cover Transactions	136

Section 12.02	Cover Protocols	137

Section 12.03	Applicable Conditions	141

Section 12.04	MLC Cover Transactions	141

Section 12.05	Cover Throughput Service Fees	141

Section 12.06	Volume Limitations	141

Section 12.07	Cover Transaction Invoicing	142

Section 12.08	Termination of CO Supply Contracts and RP Sales Contracts	142

Section 12.09	[Reserved]	143

Section 12.10	Cover Transaction Event	143

Section 12.11	Renewable Fuels and RINS	143

ARTICLE XIII.

GUARANTEE

Section 13.01	The Guarantee	143

Section 13.02	Rights of MLC	143

Section 13.03	Obligations Unconditional	144

Section 13.04	Reinstatement	146

Section 13.05	Subrogation; Subordination	146

Section 13.06	Remedies	146

Section 13.07	Instrument for the Payment of Money	147

Section 13.08	Continuing Guarantee	147

Section 13.09	General Limitation on Guarantee Obligations	147

Section 13.10	Release of Transaction Parties	147

Section 13.11	Right of Contribution	147

Section 13.12	Default; Remedies; Bankruptcy; Etc.	148

ARTICLE XIV.

EVENTS OF DEFAULT; REMEDIES

Section 14.01	PESRM Events of Default	149

Section 14.02	MLC Events of Default	153

Section 14.03	Termination Events	156

Section 14.04	Remedies	158

ARTICLE XV.

FORCE MAJEURE

Section 15.01	Force Majeure	162

vii

Section 15.02	Force Majeure with Respect to Certain Facilities	163

Section 15.03	PESRM Force Majeure Indemnity	163

Section 15.04	Force Majeure Termination	163

Section 15.05	Payments Not Excused	164

Section 15.06	No Extension	164

ARTICLE XVI.

MISCELLANEOUS

Section 16.01	Governing Law and Submission to Jurisdiction	164

Section 16.02	Waivers	165

Section 16.03	Further Assurances	166

Section 16.04	Regulatory Filings	166

Section 16.05	No Waiver	166

Section 16.06	Severability	166

Section 16.07	Successors and Assigns	166

Section 16.08	Confidentiality	167

Section 16.09	Notices	167

Section 16.10	Amendments, Etc.	169

Section 16.11	Nature of the Transaction and Relationship of Parties	169

Section 16.12	Interest	169

Section 16.13	Recording of Conversations	169

Section 16.14	Counterparts	170

Section 16.15	No Third Party Beneficiaries	170

Section 16.16	Entire Agreement	170

Section 16.17	Survival	170

Section 16.18	Release of Collateral	170

Section 16.19	Costs and Expenses	170

Section 16.20	Amendment and Restatement	171

Schedules

Schedule 1.01(a)	-	Assigned Agreements
Schedule 1.01(b)	-	Guarantors
Schedule 1.01(c)	-	Hydrocarbon Specifications

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Schedule 1.01(e)	-	Form of Joinder Agreement
Schedule 1.01(g)	-	Form of Supply and Offtake Perfection Certificate
Schedule 1.01(h)	-	Mortgaged Properties
Schedule 1.01(i)	-	North Yard Parcel
Schedule 1.01(j)	-	West Yard Parcel
Schedule 1.01(k)	-	Racks and Rack Infrastructure Owners
Schedule 1.01(l)	-	Refinery
Schedule 1.01(m)	-	Refinery Real Property
Schedule 1.01(n)	-	[Reserved]
Schedule 1.01(o)	-	[Reserved]
Schedule 1.01(p)	-	[Reserved]
Schedule 1.01(q)	-	Approved Terms and Conditions
Schedule 1.01(r)	-	Business Days
Schedule 1.01(s)	-	Working Capital Amount Example
Schedule 1.01(t)	-	PESRM Infrastructure
Schedule 1.01(u)	-	Sunoco PMT Infrastructure
Schedule 1.01(v)	-	Sunoco Pipeline Infrastructure
Schedule 1.01(w)	-	Other Third Party Infrastructure
Schedule 1.01(x)		Butane Rail Facility
Schedule 2.02(a)	-	Post-Closing Third Party Consent Agreements
Schedule 2.02(d)	-	Solvency Certificate
Schedule 2.02(k)	-	Material Approvals
Schedule 3.01(b)	-	CO Delivery Points
Schedule 3.05(a)	-	Form of Daily Actual Production Book
Schedule 3.06(a)	-	Form of Financial Report
Schedule 3.08(b)(i)	-	Form of Daily Trades Done to Date Report
Schedule 3.08(b)(ii)	-	Form of Daily Raw Invoice Report
Schedule 3.08(b)(iii)	-	Form of Daily Sales Report
Schedule 3.08(b)(iv)	-	Form of Provisional FIFO Queue Report
Schedule 3.08(c)	-	Form of Monthly CO FIFO Report
Schedule 3.09(b)	-	Form of PESRM Buy Request / PESRM Sales Request
Schedule 3.09(c)	-	Form of MLC CO Trade Confirmation
Schedule 3.19	-	First Purchaser Jurisdictions
Schedule 4.01	-	RP Delivery Points
Schedule 4.04(a)(i)	-	Form of PPC Daily Rack Sales Report
Schedule 4.04(a)(ii)	-	Form of SXL Daily Rack Sales Report
Schedule 4.04(a)(iii)	-	Form of SXL Report
Schedule 4.09	-	Product Purchaser Delivery Points
Schedule 4.09(a)	-	Form of Oil Flow Report
Schedule 4.09(c)	-	Form of MLC RP Trade Confirmation
Schedule 5(a)	-	Calculation of Crude Oil Price Amount
Schedule 5(b)	-	Calculation of Refined Product Price Amount
Schedule 5(c)	-	Market Structure
Schedule 6.17	-	Form of MLC Guaranty
Schedule 8.03(a)	-	No Conflicts
Schedule 8.03(b)	-	Material Contracts

Schedule 8.07	-	Subsidiaries
Schedule 8.08(a)	-	Litigation
Schedule 8.08(c)	-	Material Permits
Schedule 8.18	-	Environmental Matters
Schedule 8.19	-	Effective Date Insurance
Schedule 8.22	-	Location of Material Collateral
Schedule 9.03	-	No Conflicts
Schedule 9.04	-	Litigation
Schedule 10.04	-	Insurance Requirements
Schedule 10.18	-	Form of Third Party Consent Agreement
Schedule 11.01(z)	-	Existing Indebtedness
Schedule 11.02(c)	-	Existing Liens
Schedule 11.04(b)	-	Existing Investments
Schedule 11.08	-	Existing Transactions
Schedule 12	-	Cover Transaction Pricing and Fees

Annexes

Annex I		Terms Defined by Reference to Senior Secured Credit Facility
Annex II		Refinery Map and Legend

AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT

THIS AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 7, 2014 is by and among MERRILL LYNCH COMMODITIES, INC., a corporation organized under the laws of the State of Delaware (“MLC”), PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a limited liability company organized under the laws of Delaware (“PESRM”), and the Guarantors party hereto from time to time (each of MLC and PESRM referred to individually as a “Party” or collectively as the “Parties” and each of PESRM and the Guarantors referred to individually as a “Transaction Party” or collectively as the “Transaction Parties”).

WHEREAS, J.P. Morgan Ventures Energy Corporation (“JPMVEC”) and PESRM are party to that certain Supply and Offtake Agreement, dated as of September 8, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Agreement”), pursuant to which JPMVEC provided to PESRM an intermediation arrangement with respect to the crude oil and non-crude feed stock and refined products and blendstocks of that certain crude oil refinery currently owned and operated by PESRM in Philadelphia, Pennsylvania, which Original Agreement became effective on September 8, 2012 (the “Original Agreement Effective Date”);

WHEREAS, pursuant to and in accordance with the terms (including the satisfaction or waiver of certain terms and conditions) of that certain Assignment and Assumption Agreement dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Assignment and Assumption Agreement”), among JPMVEC, MLC and PESRM, JPMVEC has agreed to assign to MLC all of JPMVEC’s rights, title and interest, and MLC has agreed to assume JPMVEC’s liabilities and obligations, under the Original Agreement and rights, titles, obligations, interests and liabilities under related infrastructure agreements with PESRM and other parties, in each case relating to the Original Agreement (collectively, the “Assignment”);

WHEREAS, pursuant to and in accordance with the terms (including the satisfaction or waiver of certain terms and conditions) of the Assignment and Assumption Agreement, (a) JPMVEC, MLC, PESRM and PES Administrative Services, LLC have entered into that certain Wind-Down Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Wind-Down Agreement”), whereby (i) JPMVEC and MLC have agreed to enter into the New MLC Transactions and (ii) JPMVEC has agreed to assign or novate to MLC certain existing CO Supply Contracts and certain existing RP Sales Contracts, and (b) pursuant to the Inventory Sales Agreement, JPMVEC has agreed to sell the In-Storage Inventory owned by JPMVEC to MLC (and MLC has agreed to purchase same) (collectively, together with the Assignment, the “Assignments and Transfers”);

WHEREAS, upon the consummation and effectiveness of the Assignments and Transfers, MLC and PESRM wish to amend and restate the Original Agreement, in its entirety upon the terms and conditions set forth in this Agreement, which amendment and restatement shall become effective on the Effective Date;

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of PESRM under the Original Agreement and that this Agreement amend and restate in its entirety the Original Agreement; and

WHEREAS, it is the intent of PESRM to confirm that all Obligations of PESRM under the Effective Date PESRM Transaction Documents, as amended, amended and restated, supplemented, refinanced or otherwise modified hereby or on or as of the date hereof, shall continue in full force and effect and that from and after the Effective Date, all references to the “Supply and Offtake Agreement” contained in the Effective Date PESRM Transaction Documents shall be deemed to refer to this Agreement;

WHEREAS, Holdings directly owns 100% of the Equity Interests in PESRM Holdings, LLC (“Intermediate Holdco”), Intermediate Holdco directly owns 100% of the Equity Interests in PESRM, and Intermediate Holdco directly or indirectly owns 100% of the Equity Interests of each of its Subsidiaries;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth in this Agreement, MLC, PESRM and the other Transaction Parties hereby agree to amend and restate the Original Agreement as follows:

ARTICLE I.

DEFINED TERMS; PRINCIPLES OF CONSTRUCTION

Section 1.01 Defined Terms. Capitalized terms used in this Agreement have the meanings ascribed to them below:

“ABL/SOA Investment Accounts” has the meaning assigned to such term in Section 10.10(e).

“ABL/SOA Priority Collateral” has the meaning assigned to such term (or any equivalent term) in (a) to the extent the Existing Term Loan Facility is outstanding (whether secured or unsecured), the Existing Term-ABL Intercreditor Agreement, (b) to the extent the Existing Term Loan Facility has been refinanced with a Permitted Secured Term Loan Facility pursuant to which a Term-ABL Intercreditor Agreement has been entered into, such Term-ABL Intercreditor Agreement and (c) otherwise, the Existing Term-ABL Intercreditor Agreement.

“Action” has the meaning set forth in Section 16.01(b).

“Adversely Affected Party” has the meaning set forth in Section 6.09.

“Affected Party” means:

(i) with respect to Illegality, the meaning set forth in Section 14.03(a)(i);

(ii) with respect to Credit Event Upon Merger, the meaning set forth in Section 14.03(a)(ii); and

(iii) with respect to an ISDA Termination Event, the meaning set forth in Section 14.03(a)(iii).

“Affected Transactions” means:

(i) with respect to any Termination Event consisting of an Illegality under Section 14.03(a)(i) as a result of which (x) a Party cannot perform under a material portion of (1) the CO Transactions, (2) the RP Transactions or (3) the PESRM-MLC Secured Prepay Transactions or (y) MLC cannot perform under a material portion of (1) the CO Supply Contracts, (2) the RP Sales Contracts or (3) the PESRM-MLC Secured Prepay Transactions, this Agreement and all PESRM Transactions,

(ii) with respect to any Termination Event consisting of an Illegality not covered by subclause (i) of this definition, all PESRM Transactions affected by the occurrence of such Termination Event, and

(iii) with respect to any other Termination Event, this Agreement and all PESRM Transactions.

“Affiliate” means, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, that no direct or indirect parent of Philadelphia Energy Solutions, LLC shall be an Affiliate of PESRM or its Subsidiaries for purposes of this Agreement and provided further that PESIC shall not be an Affiliate of PESRM or its Subsidiaries for the purposes of this Agreement.

“Affiliate Transferee” means an Affiliate of PESRM that is in the business of owning, developing, operating and maintaining any of the Affiliate Transferee Assets and any other businesses ancillary or reasonably related thereto; provided that, for the avoidance of doubt, for purposes of this Agreement and the other PESRM Transaction Documents, PESIC shall not be an Affiliate Transferee.

“Affiliate Transferee Assets” means, collectively, the North Yard Assets and any Other Logistics Assets, to the extent transferred to an Affiliate Transferee.

“Aggregate Liability Amount” has the meaning set forth in Section 6.24.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Amended and Restated Mortgage” has the meaning set forth in Section 2.02(g).

“Annual Cover Throughput Service Fee” means a fee payable by PESRM in respect of all Cover Transactions to be entered into pursuant to this Agreement, whether or not any Cover Transactions are entered into or consummated, in an amount equal to $[**] per annum.

“Anti-Corruption Laws” has the meaning set forth in Section 6.20(a).

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

“Applicable Condition” means the occurrence and continuance of any of the following events or circumstances: (i) any PESRM Event of Default, (ii) any PESRM/PESIC Failure to Perform, (iii) any event of Force Majeure, (iv) any MLC non-performance resulting from a lack of availability of working capacity of Required Infrastructure (including with respect to any PESRM-MLC Secured Prepay Transactions or any MLC-PESIC Secured Prepay Transactions), (v) any CO Supply Contract Event, (vi) any Cover Transaction Event, (vii) any Operational Imbalance, (viii) any excused or unexcused failure by PESRM under any PESRM-MLC Secured Prepay Transaction or PESIC-PESRM Secured Prepay Transaction, (ix) any excused or unexcused failure by PESIC under any MLC-PESIC Secured Prepay Transaction (other than the PESIC Account not being available to MLC thereunder due to an MLC Event (or equivalent condition) occurring thereunder) or (x) any excused or unexcused failure by PESRM under any PESIC-PESRM Secured Prepay Transactions. For the avoidance of doubt, any Applicable Condition described in subclauses (ii) through (vii) above shall only excuse or suspend MLC’s duty to enter into and/or perform under the affected or corresponding PESRM Transaction(s), other PESRM Transaction Documents, CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, MLC-PESIC Secured Prepay Transactions, RP Sales Contracts and/or Cover Transactions.

“Applicable Initial Refined Product Price” has the meaning set forth in Schedule 5(b).

“Applicable Laws” means all valid constitutions, statutes, laws (including common law), treaties, codes, regulations, ordinances, licenses, orders, directives, decrees, rules, rulings, decisions, judgments, policies, legally binding requirements, restrictions, writs, injunctions, permits or compliance requirements and any judicial or administrative decisions or interpretations of any Governmental Authority having jurisdiction over any transaction or matter contemplated in this Agreement, including any rights or obligations established hereunder.

“Applicable Margin” has the meaning set forth in the definition of Working Capital Rate.

“Applicable PESRM Transaction Documents” means: (i) with respect to the Effective Date, the Effective Date PESRM Transaction Documents, and (ii) with respect to each Day of the Term other than the Effective Date, the PESRM Transaction Documents.

“Applicable Refined Product Index” has the meaning set forth in Schedule 5(b).

“Approved Terms and Conditions” means those General Terms and Conditions which are set forth in Schedule 1.01(q) hereto, as amended from time to time by agreement of MLC and PESRM.

“ARPLA Revision” has the meaning set forth in the definition of Applicable Refined Product Locational Adjustment in Schedule 5(b).

“ARPLA Revision Amount” has the meaning set forth in Schedule 5(b).

“Asset Sale” means, in each case to the extent in excess of (i) $[**] in respect of transactions or series of related transactions in respect of ABL/SOA Priority Collateral and (ii) $[**] per transaction or series of related transactions in respect of transactions or series of related transactions not in respect of ABL/SOA Priority Collateral, (a) any conveyance, sale, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property (but excluding in any event sales of inventory, transactions pursuant to the PESRM Tranasaction Documents, dispositions of cash and cash equivalents (including Cash Equivalents) and licenses of any Intellectual Property by PESRM or any of its Subsidiaries in the ordinary course of business) and (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings, in each case, to any person other than (i) PESRM or (ii) any Guarantor. For the avoidance of doubt, the granting of a Permitted Lien shall not constitute an “Asset Sale.”

“Assigned Agreements” means each of the agreements set forth in Schedule 1.01(a).

“Assigned CO Contracts” means each of the agreements set forth in Part I of Schedule 1.01(a).

“Assigned RP Contracts” means each of the agreements set forth in Part II of Schedule 1.01(a).

“Assignment” has the meaning set forth in the recitals of this Agreement.

“Assignment and Assumption Agreement” has the meaning set forth in the recitals of this Agreement.

“Assignment Documents” has the meaning assigned to the term “Transaction Documents” in the Assignment and Assumption Agreement.

“Assignments and Transfers” has the meaning set forth in the recitals of this Agreement.

“Auto Bin” means all transactions that are subject to Auto Bin Deemed Hedge Rolls.

“Auto Bin Deemed Hedge Roll” has the meaning set forth in Schedule 5(c).

“Auto Bin Deemed Roll Settlement Amount” means an amount equal to the net deemed settlement value of all Auto Bin Deemed Hedge Rolls in the Auto Bin for any calendar month. If the Auto Bin Deemed Hedge Roll Settlement Amount is a negative number, MLC shall owe the absolute value of such amount to PESRM, and if the Auto Bin Deemed Roll Settlement Amount is a positive number, PESRM shall owe such amount to MLC.

“Average Rack Sale Daily Amount” means, with respect to any quarter during the Term, an amount equal to the quotient of (i) the aggregate sum of all amounts of Refined Products (measured in U.S. Dollars) actually sold under all outstanding Rack Sales Contracts from MLC to PESRM on every Day in such calendar quarter, divided by (ii) the number of Days in such calendar quarter.

“Bank of America” means Bank of America, N.A.

“Bankruptcy Code” has the meaning set forth in Section 13.01.

“Barrel” means one United States barrel (42 United States gallons).

“Base Interest Rate” has the meaning set forth in the definition of Working Capital Rate.

“Basic Infrastructure” means all of (a) the PESRM Infrastructure, (b) the Sunoco PMT Infrastructure, (c) the Sunoco Pipeline Infrastructure, (d) any Other Third Party Infrastructure owned by an Affiliate Transferee, and (e) to the extent PESRM is able to do so, all the Other Third Party Infrastructure not referred to in clause (d) above.

“Belmont Truck Rack” means the truck rack that is located in Philadelphia, Pennsylvania adjacent to the Refinery and that is owned by Sunoco PMT.

“BS&W” means bottoms sediment/sludge, suspended sediment and water and free water.

“Business Day” means each Day set forth on Schedule 1.01(r), as may be amended from time to time.

“Business Day Convention” means that, as a general matter, any reference to a Day that is not a Business Day shall instead refer to the first (1st) Business Day following such Day (other than in the case of certain reports required to be delivered hereunder, and certain pricing determinations to be made hereunder, in which case references to a Day shall refer to that calendar Day), except that:

(i) in the case of an ordinary (two-day) weekend or a three-day weekend in which Friday is not a Business Day, any reports required pursuant to Sections 3.05(a), 3.06, 3.07, 3.08 and 4.04(a), and the specified pricing determinations required to be made under Schedules 5(a), 5(b) and 5(c), with respect to a Day that is a Sunday shall be due or made, as applicable, on the following Tuesday (unless that Tuesday is not a Business Day, in which case such report shall be due, or such pricing determination shall be made, on the next Business Day following that Tuesday);

(ii) in the case of a Day falling on a three-day weekend in which Monday is not a Business Day, any reports required pursuant to Sections 3.05(a), 3.06, 3.07, 3.08 and 4.04(a), and the specified pricing determinations required to be made under Schedules 5(a), 5(b) and 5(c), with respect to a Day that is a Sunday or Monday shall be due or made, as applicable, on the following Wednesday (unless that Wednesday is not a Business Day, in which case such report shall be due, or such pricing determination shall be made, on the next Business Day following that Wednesday); and

(iii) in the event that four or more consecutive Days are not Business Days, references to any of those consecutive Days which are not Business Days shall be resolved by any arrangement reasonably agreed to by the Parties.

This Business Day Convention shall apply only where the context so indicates.

“Butane Cover Transaction” has the meaning set forth in Section 12.01(a)(i).

“Butane Inventory” means, for any Day, the butane inventory (measured in Barrels) held by PESRM as at the end of such Day (including any butane that is subject to PESRM-MLC Secured Prepay Transactions or PESIC-PESRM Secured Prepay Transactions), as reflected in the Daily Actual Production Book (with respect to butane inventory located at the Refinery) and the SXL Report (with respect to butane inventory located off premises of the Refinery), as the same shall be revised from time to time pursuant to Section 4.14(b).

“Butane Inventory Build” means, for any Day, any positive difference between the Butane Inventory on such Day and the Butane Inventory on the previous Day.

“Butane Inventory Build Day” means any Day on which there is Butane Inventory Build.

“Butane Inventory Draw” means, for any Day, any negative difference between the Butane Inventory on such Day and the Butane Inventory on the previous Day.

“Butane Inventory Draw Day” means any Day on which there is Butane Inventory Draw.

“Butane Rail Facility” means the butane rack loading and unloading rail facility located in the Girard Point South Yard portion of the Refinery to be constructed by PESRM, as further described on Schedule 1.01(x).

“Butane Sale Price Amount” means, in respect of any delivery of butane made at the RP/B Delivery Point on any Day and sold by MLC to PESRM pursuant to a Butane Sale Transaction, an amount (expressed in US Dollars) equal to the product of (a) the aggregate volume (expressed in Barrels or other applicable unit of measure) of such delivery multiplied by (b) the Applicable Initial Refined Product Price.

“Butane Sale Transaction” has the meaning set forth in Section 4.14(a).

“Calendar Week” means a period of seven consecutive Days commencing at (and including) 00:00 Eastern Time on each Sunday and ending at (but excluding) 24:00 Eastern Time on the following Saturday.

“Carlyle PES” means Carlyle PES, L.L.C.

“CEA” has the meaning set forth in Section 8.26(a).

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

“Certain PESRM Transaction Documents” means this Agreement (including all PESRM Transactions hereunder), the PESRM-MLC ISDA Master Agreement and the other PESRM-MLC ISDA Documents, the PESRM-MLC Secured Prepay Transactions, each Third Party Consent Agreement, the PESRM-MLC Consulting Agreement, the Master Netting Agreement, the Supply and Offtake Security Documents and the Intercreditor Agreement.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following (a) the adoption or taking into effect of any Applicable Law, (b) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof (the “Dodd-Frank Act”), and (ii) all requests, rules, guidelines and directives promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change in Law Notice” has the meaning set forth in Section 6.09.

“CO Cover Transaction Price Amount” has the meaning set forth in Schedule 12.

“CO Cover Transaction Volume Limitation” has the meaning set forth in Section 12.06(a).

“CO Cover Transactions” has the meaning set forth in Section 12.01(a)(ii).

“CO Cover Throughput Service Fee” has the meaning set forth in Schedule 12.

“CO Delivery Point” means the gauges or metering points listed on Schedule 3.01(b).

“CO Operational Issue” means, as determined by MLC in good faith and a commercially reasonable manner based on information provided by PESRM, a circumstance or event that occurs with respect to the Refinery and/or any Required Infrastructure (including planned maintenance and mechanical failures) or with respect to any mode of transportation utilized to deliver Crude Oil to the Refinery under any CO Supply Contract, any PESRM-MLC CO Secured Prepay Transaction or any PESIC-PESRM Secured Prepay Transaction and that results (or could reasonably be expect to result) in an inability of PESRM, PESIC or MLC (as applicable) to accept delivery of, or process, the quantity, type or grade of Crude Oil scheduled to be delivered pursuant to any outstanding CO Supply Contract, any PESRM-MLC CO Secured Prepay Transaction or any PESIC-PESRM Secured Prepay Transaction.

“CO Payable Monetization Transaction” has the meaning set forth in Section 3.09(a).

“CO Supply Contract” has the meaning set forth in Section 3.09(c).

“CO Supply Contract Event” has the meaning set forth in Section 3.09(g).

“CO Transaction” has the meaning set forth in Section 3.10.

“CO Transportation and Other Costs” means, on any Day, all direct out of pocket losses, costs and expenses incurred by, or amounts owed by, MLC on or before such Day (and not previously paid by PESRM) (including any expenses payable to PESRM or any PESRM Affiliate) that arise from the acquisition or sale of Crude Oil in connection with this Agreement or any CO Supply

Contract, PESRM-MLC CO Secured Prepay Transaction or MLC-PESIC Secured Prepay Transaction (but excluding any Demurrage Costs), including pipeline tariffs, vessel, rail or truck freight fees and charges, lightering costs, inspection fees, any charges imposed by a Governmental Authority, tankage and throughput charges, supplier administration charges, supplier funding charges, loss control charges, broker’s fees, penalties, terminal fees, costs of bank countersigned letters of indemnity, L/C Fees and Costs, any obligation to pay any Prepayment Amount (except in connection with the PESRM-MLC CO Secured Prepay Transactions) and any contractual obligation to indemnify or reimburse any Counterparty under any CO Supply Contract for any Indemnifiable Taxes (including any taxes thereon), damages, duties, imposts, tariffs, fees, charges, losses or liabilities of whatever nature together with any penalties and costs associated therewith. Without limiting the foregoing, CO Transportation and Other Costs includes all direct out of pocket losses, costs and expenses associated with the settlement or discharge of CO Supply Contracts for physical delivery where such contracts arise as a consequence of any transaction relating to the ultimate delivery of Crude Oil to an applicable delivery point determined in accordance with the terms of this Agreement (but excluding any Demurrage Costs). CO Transportation and Other Costs shall not include any costs or increases of costs that arise from any MLC Event.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means, collectively, all (i) Supply and Offtake Security Agreement Collateral and (ii) other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Supply and Offtake Security Document.

“Commodities Account” has the meaning assigned to such term in the UCC.

“Common Shares” means, with respect to any Person, the ordinary equity interests or membership interests issued by such person (not including any preferred or other special class of equity interests in such Person)

“Consequential Steps” has the meaning set forth in Section 6.09.

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

“Control Agreement” has the meaning given to such term in the Supply and Offtake Security Agreement.

“Core PESRM Transaction Document” means this Agreement, any PESRM Transaction, the Rack Sales Contract, the PESRM-MLC ISDA Master Agreement and the other PESRM-MLC ISDA Documents, the PESRM-MLC Secured Prepay Transactions, each Third Party Consent Agreement, the PESRM-MLC Consulting Agreement, the Supply and Offtake Security Documents and the Intercreditor Agreement.

“Cost of Assurance Trigger Event” means: (i) an event where the aggregate of L/C Fees and Costs and Prepayment Amounts paid by PESRM under this Agreement exceeds (x) $[**] over

any four consecutive fiscal quarters or (y) $[**] in any single fiscal quarter; provided, that L/C Fees and Costs and Prepayment Amounts arising in connection with Cover Transactions shall not be considered when determining whether the foregoing thresholds have been exceeded; or (ii) an event where the aggregate Section 3.09(d) Funding Costs exceeds $[**] in any single fiscal quarter.

“Counterparty” has the meaning set forth in Section 3.09(a).

“Counterparty Payment Date” has the meaning set forth in Section 3.09(d).

“Cover Counterparties” has the meaning set forth in Section 12.02(a).

“Cover Payable Monetization Transaction” has the meaning set forth in Section 12.01(a).

“Cover Protocols” has the meaning set forth in Section 12.02.

“Cover Request” has the meaning set forth in Section 12.02(d).

“Cover Throughput Service Fee” means the Annual Cover Throughput Service Fee, any CO Cover Throughput Service Fee and/or any RP Cover Throughput Service Fee, as applicable.

“Cover Transaction Event” has the meaning set forth in Section 12.10.

“Cover Transaction Price Amounts” means the RP Cover Transaction Price Amounts and the CO Cover Transaction Price Amounts.

“Cover Transaction Notice” has the meaning set forth in Section 12.02(a).

“Cover Transaction Price Amount” means an RP Cover Transaction Price Amount and/or a CO Cover Transaction Price Amount, as applicable.

“Cover Transactions” means RP Cover Transactions and CO Cover Transactions.

“Cover Transportation and Other Costs” means, on any Day, all direct out of pocket losses, costs and expenses incurred by, or amounts owed by, MLC on or before such Day (and not previously paid by PESRM) (including any expenses payable to PESRM or any PESRM Affiliate) that arise from the acquisition or sale of Crude Oil and/or Refined Products pursuant to any Cover Transaction from the acquisition point to the delivery point specified in the applicable Cover Transaction, any PESRM-MLC Secured Prepay Transaction or MLC-PESIC Secured Prepay Transaction related to such Cover Transaction (but excluding any Demurrage Costs), including pipeline tariffs, vessel, rail or truck freight fees and charges, lightering costs, inspection fees, any charges imposed by a Governmental Authority, tankage and throughput charges, supplier administration charges, supplier funding charges, loss control charges, broker’s fees, penalties, terminal fees, costs of bank countersigned letters of indemnity, L/C Fees and Costs, any contractual obligation to pay any Prepayment Amounts and any obligation to indemnify or reimburse any Cover Counterparty under any Cover Transaction for any Indemnifiable Taxes (including any taxes thereon), damages, duties, imposts, tariffs, fees, charges, losses or liabilities of whatever nature together with any penalties and costs associated therewith. Cover

Transportation and Other Costs shall be reflected in an Invoice or the Monthly True-Up Invoice, as applicable. Without limiting the foregoing, Cover Transportation and Other Costs includes all direct out of pocket losses, costs and expenses associated with the settlement or discharge of Cover Transactions. Cover Transportation and Other Costs shall not include any costs or increases of costs that arise from any MLC Event.

“Credit Event Upon Merger” has the meaning set forth in Section 14.03(a)(ii).

“Credit Requirements” means the credit requirements determined by MLC in its commercially reasonable discretion which include that (i) each CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract and Cover Transaction is structured in accordance with General Terms and Conditions that are acceptable to MLC in its commercially reasonable discretion, in each case based on MLC’s then current practices and policies applied on a non-discriminatory basis, (ii) each CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract and Cover Transaction is with a permissible counterparty under Applicable Law, would not cause MLC to be in violation of any Applicable Law (as determined by MLC in its sole discretion), has been approved by MLC, in its sole discretion, in accordance with its internal practices and policies, and is otherwise in form and substance consistent with MLC’s then current practices and policies including MLC’s absolute discretion in respect of “Know Your Customer”/on-boarding procedures and standards and MLC’s risk management practices, (iii) MLC has country risk availability, and has a credit line in effect for the relevant counterparty with sufficient available credit capacity, to accommodate each CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract and Cover Transaction, (iv) each jurisdiction, in which a loading terminal or delivery location is located under each of CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, RP Sales Contracts and Cover Transactions, is acceptable to MLC in its sole discretion, (v) mode of transportation for each of CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, RP Sales Contracts and Cover Transactions is acceptable to MLC in its sole discretion and (vi) unless otherwise agreed by the parties (e.g., in connection with the term contracts to be negotiated on a case by case basis), each CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract and Cover Transaction provides for delivery of the applicable commodity within less than sixty (60) Days.

“Crude Oil” means crude oil of any type or grade.

“Crude Oil Grade Differential” has the meaning set forth in Schedule 5(a).

“Crude Oil Index” has the meaning set forth in Schedule 5(b).

“Crude Oil Price Amount” has the meaning set forth in Schedule 5(a).

“Customs” has the meaning set forth in Section 6.16(a).

“Daily Actual Production Book” means, for any Day, a written production book prepared by PESRM substantially in the form attached hereto as Schedule 3.05(a) (and as may be amended from time to time pursuant to Section 3.16), detailing all month-to-date changes for all Hydrocarbon inventories (in each case, by type, grade and volume) located at the Refinery and

the other On-Premise Infrastructure on the prior Day (including all Hydrocarbon shipments and receipts at the On-Premise Infrastructure on such Day), subject to Section 3.05(b).

“Daily Cover Throughput Service Fee” means, for any Day, a fee equal to the product of (a) $[**] multiplied by (b) the volume (measured in Barrels) of all Cover Transactions settled on such Day.

“Daily Raw Invoice Report” means, for any Day, a written report prepared by MLC substantially in the form attached hereto as Schedule 3.08(b)(ii), detailing the primary and secondary costs incurred by MLC (i.e., fees specified on MLC’s trade capture software system) for the applicable Invoice on the first (1st) Day (i.e., the Day + 1) following such Day the costs are incurred.

“Daily Sales Report” means, for any Day, a written report prepared by MLC substantially in the form attached hereto as Schedule 3.08(b)(iii), detailing the daily Refined Product transfer volume information between MLC and each Product Purchaser or Cover Counterparty, as applicable, with respect to each RP Sales Contract and RP Cover Transaction under which Refined Products are delivered on such Day.

“Daily Trades Done To Date Report” means, for any Day, a written report prepared by MLC substantially in the form attached hereto as Schedule 3.08(b)(i), detailing the factual trade information produced by MLC’s physical trade capture software system on the first (1st) Day (i.e., the Day + 1) following such Day the factual trade information is captured in the trade capture software system.

“DAP” means Delivered At Place (as such term is defined in Incoterms 2010).

“Day” means a period of twenty-four (24) consecutive hours beginning and ending at midnight Eastern Time.

“Deed of Pledge” means that certain Deed of Pledge dated as of the date hereof by and between PESRM and MLC.

“Default” means any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, a PESRM Event of Default or MLC Event of Default, as applicable.

“Default Interest Rate” has the meaning set forth in Section 16.12(a).

“Defaulting Party” has the meaning set forth in Section 14.04(a)(i).

“Demurrage Costs” means, on any Day, all direct out of pocket losses, costs and expenses incurred by MLC on or before such Day (and not previously paid by PESRM) relating to demurrage incurred in connection with (i) the transportation, delivery or receipt of Hydrocarbons pursuant to this Agreement and, without duplication, the PESRM Transactions, the CO Supply Contracts, the RP Sales Contracts and the Cover Transactions by any rail or waterborne means of transportation from the locations where such Hydrocarbons are acquired to the Refinery or the other Basic Infrastructure (or, with respect to any Cover Transactions, to the delivery point specified in such transaction) and (ii) the receipt and delivery of Hydrocarbons from the Refinery or the other Basic Infrastructure (or, with respect to any Cover Transactions, to the delivery point

specified in such transaction) into or out of any rail or waterborne means of transportation. Demurrage Costs shall not include any costs or increases of costs that arise from MLC’s gross negligence or willful misconduct.

“DES” means Delivered Ex Ship (as such term is defined in Incoterms 2000).

“Designated Sales Representative” means the person responsible for receiving PESRM Buy Requests, PERSM Sales Requests and all other communication related thereto, as specified by MLC in writing to PESRM from time to time.

“Development Financing” means (a) a loan or loans made through the U.S. EB-5 Program (“EB-5 Program”) to finance or refinance capital expenditures or other expenses eligible under the EB-5 Program, in respect of which no Liens are granted on any ABL/SOA Priority Collateral, (b) a financing of the North Yard Assets or (c) any other financing with respect to development of the Refinery, in each case which (i) is subject to an intercreditor agreement containing usual and customary terms for such type of financing facility (a “Development Intercreditor Agreement”), (ii) the material terms of such financing (including interest rates) are generally consistent with prevailing market terms for such type of financing facility at the time such financing facility is entered into and (iii) is not used to construct facilities without which the Refinery could not continue to process Crude Oil.

“Development Intercreditor Agreement” has the meaning set forth in the definition of Development Financing.

“Dodd-Frank Act” has the meaning set forth in the definition of Change in Law.

“Eagle Point Terminal” means that certain Hydrocarbon terminal and dock facility, operated as of the date hereof by Sunoco PMT, which is located in Westville, New Jersey.

“Early Termination Date” has the meaning set forth in Section 14.04(a)(i).

“Eastern Time” or “ET” means Eastern Standard Time or Eastern Daylight Saving Time in effect in Philadelphia, Pennsylvania on the date in question.

“EB-5 Program” has the meaning set forth in the definition of Development Financing.

“Effective Date” means the date on which all of the conditions precedent set forth in Sections 2.02 and 2.03 shall have been satisfied or waived in writing in accordance with the terms hereof.

“Effective Date Infrastructure” has the meaning set forth in Section 2.02(n).

“Effective Date PESRM Transaction Document” means this Agreement, the Products Sales Agreement, each Third Party Consent Agreement, the PESRM-MLC Consulting Agreement, the Supply and Offtake Security Documents and the Intercreditor Agreement, the PESRM-MLC ISDA Master Agreement and the other PESRM-MLC ISDA Documents, the Master Netting Agreement and any other agreement to be entered into on the Effective Date in connection with this Agreement or any other of the foregoing agreements.

“Eligible for Invoicing” means, as used in Article V, any amount that MLC is authorized to invoice under the terms of Sections 3.15, 4.11, 6.16, 6.18 or 12.07.

“Employee Payment Distributions” means payments, dividends or distributions by any of PESRM, the Guarantors and their respective Subsidiaries (without duplication) directly or indirectly to Holdings for the payment of:

(x) Management Personnel Costs (a) to the extent such Management Personnel Costs comply with Section 11.08(c) (provided, however, for purposes of this definition, references in Section 11.08(c) to the Board of Directors of PESRM shall be deemed to be a reference to the Board of Directors of Holdings), (b) only to the extent such amounts are attributable solely to services provided by such Management Personnel to Holdings related to the operations of PESRM or its Subsidiaries and (c) which are then due and owing or, in the reasonable judgment of PESRM, are expected to become due within thirty-one (31) days of the applicable payment, dividend or distribution; and

(y) other Management Personnel Costs in an aggregate amount not to exceed $[**] in any fiscal year.

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

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

“Environmental Laws” means any and all past, present and future Applicable Laws relating to the protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health relating to exposure of or to Hazardous Materials, and any and all Environmental Permits.

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

“EPA” means the United States Environmental Protection Agency.

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

“Estimated Daily Rack Sale Amount” means, (i) for the period beginning on the Effective Date and ending on (and including) December 31, 2014, an amount equal to the Initial Rack Sale Amount and (ii) for any subsequent quarter, such amount as may be adjusted in accordance with Section 4.10.

“Event of Default” means either a PESRM Event of Default or a MLC Event of Default, as applicable.

“Excluded Subsidiaries” means (a) each Subsidiary formed or acquired after the Effective Date that is designated as an Excluded Subsidiary pursuant to Section 10.16 and (b) each Affiliate Transferee. For the avoidance of doubt, each Excluded Subsidiary shall not be a Guarantor, and to the extent that an Excluded Subsidiary’s net income would otherwise be included in the definition of Consolidated Net Income or Consolidated EBITDA or any component thereof such Excluded Subsidiary’s net income shall not be included for purposes of calculating Consolidated Net Income or Consolidated EBITDA except to the extent provided in either such definition.

“Existing Mortgage” means that certain Open-End Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing (Secures Future Advances), dated as of July 31, 2013, by PESRM, as mortgagor, to MLC (as assignee of JPMVEC), as mortgagee, as amended and restated by the Amended and Restated Mortgage as of the Effective Date.

“Existing Term-ABL Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of April 4, 2013, among Bank of America, N.A. (as assignee of JPMorgan), as revolving collateral agent, JPMorgan, as term loan administrative agent, the SOA Collateral Agent (as assignee of JPMVEC), PESRM and the other parties thereto.

“Existing Term Loan Credit Agreement” means that certain Term Loan Agreement among PESRM, the lenders party thereto from time to time and JPMorgan, as administrative agent, dated April 4, 2013, with J.P. Morgan Securities LLC, as Sole Lead Arranger and Sole Bookrunner.

“Existing Term Loan Facility” means the facility established pursuant to the Existing Term Loan Credit Agreement.

“Final Termination Date” has the meaning set forth in Section 6.02(a).

“Financial Products ISDA Master Agreement” means that certain 2002 ISDA Master Agreement, dated as of the date hereof, including the Schedule, exhibits and annexes thereto and the transactions thereunder, between PESRM and MLC, as amended, restated, supplemented, replaced or otherwise modified from time to time.

“Financial Report” means, for any Day, a written report prepared by MLC substantially in the form attached hereto as Schedule 3.06(a), detailing (i) all Priced Hydrocarbon Inventory by Index and Hydrocarbon Deemed Hedge Contract, with related allocations to the applicable Hydrocarbon Deemed Hedge Contracts (as such terms are defined in Schedule 5(c)), for such Day including all financial trades associated with the Auto Bin Deemed Hedge Roll, and (ii) all Priced Hydrocarbon Inventory by Index and Hydrocarbon Deemed Hedge Contract, which is either pricing “in” or “out” on, at least, the Business Day following such Day.

“First Purchaser Compliance Costs” means, on any Day, without duplication, all direct out of pocket losses, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by, or amounts owed by, MLC on or before such Day that arise from taking, or causing to be taken, such steps as are necessary or appropriate to comply with any First Purchaser Requirements that are applicable to MLC or any Affiliate of MLC as a first purchaser of Products pursuant to one or more transactions entered into at the request of or for the benefit of MLC or any Affiliate of MLC pursuant to this Agreement, as approved by PESRM pursuant to Section 3.19.

“First Purchaser Requirements” has the meaning set forth in Section 3.19(b)(i).

“FOB” means Free on Board as such term is defined in Incoterms 2010.

“Force Majeure” has the meaning set forth in Section 15.01.

“Framework Agreement” means that certain Framework and Collateral Agency Agreement, dated as of the date hereof, among PESIC, MLC and MLC, as the SOA Collateral Agent, as in effect on the date of this Agreement.

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis.

“General Terms and Conditions” means standardized general terms and conditions for CO Supply Contracts and/or RP Sales Contracts and/or Cover Transactions in a form commonly used in the relevant market (e.g. the ConocoPhillips General Provisions Domestic Crude Oil Agreements Effective January 1, 1993).

“Governmental Approval” means (i) any authorization, consent, approval, license, lease, ruling, permit, tariff, certification, exemption, filing, variance, claim, order, judgment, award, decree, by or with any Governmental Authority, (ii) any declaration of or with any Governmental Authority or (iii) any registration by or with, any Governmental Authority, in each case relating to the due execution and delivery of, or the performance by each intended party of, or the performance of its obligations or the exercise of its rights under, this Agreement and the other PESRM Transaction Documents to which it is (or is intended to be) a party.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union, the European

Central Bank or the Organisation for Economic Co-operation and Development), and self-regulatory bodies including NYMEX, ICE or any other exchange or clearing organization on which hedging relating to this Agreement may occur or be cleared.

“Government Official” has the meaning set forth in Section 6.20(a)(ii).

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

“Guarantee” has the meaning set forth in Section 13.01.

“Guaranteed Obligations” has the meaning set forth in Section 13.01.

“Guarantor” means (i) each Subsidiary listed on Schedule 1.01(b) hereto and (ii) each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 10.10(b) and that has not been designated by PESRM, in accordance with Section 10.16, as an Excluded Subsidiary, and in any event, excluding any Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

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

“Hedging Activities” has the meaning set forth in Section 6.09.

“Holdings” means Philadelphia Energy Solutions, LLC.

“Hydrocarbon” means Crude Oil and Refined Products.

“Hydrocarbon Deemed Hedge Contract” means, for any Hydrocarbon, the index specified under the heading “Hydrocarbon Deemed Hedge Contract” on Table 1 of Part 2 of Schedule 5(c).

“Hydrocarbon Physical Inventory” has the meaning set forth in Schedule 5(c).

“ICE” means InterContinental Exchange, Inc.

“ICE LIBOR” has the meaning set forth in the definition of LIBOR.

“Illegality” has the meaning set forth in Section 14.03(a)(i).

“Imbalance Quantity” has the meaning set forth in Section 6.14.

“In-Storage Inventory” has the meaning set forth in the Inventory Sales Agreement.

“Indemnifiable Taxes” means all taxes imposed by reason of the procurement, purchase, ownership, storage, transfer, transport, sale or use of the Hydrocarbons or lease, use or ownership of any Required Infrastructure pursuant to this Agreement, any other PESRM Transaction Document, any CO Supply Contract, any PESRM-MLC Secured Prepay Transaction, any MLC-PESIC Secured Prepay Transaction, any PESIC-PESRM Secured Prepay Transaction, any RP Sales Contract, or any Cover Transaction, or by reason of any other transaction or service contemplated hereunder or thereunder, including all foreign, federal, territorial, provincial, state and local taxes on gross income, sales, use, gross receipts, municipal license, value added, severance, ad valorem, excise, inventory, property (whether real or personal), spill, environmental, carbon, production, transaction-based, occupation, gathering, pipeline regulating, windfall profits, gross production, energy, withholding and other taxes and governmental charges and assessments; provided, that Indemnifiable Taxes shall not include (i) any taxes imposed on or measured by net income or profits, capital value, net worth or overall net assets of any entity, whether denominated as franchise taxes, doing business taxes, mercantile taxes, business privilege taxes, capital stock taxes or the like (other than any franchise taxes, mercantile taxes or business privilege taxes (x) imposed on or measured by gross income or gross receipts (including the gross receipts portion of the City of Philadelphia Business Income and Receipts Tax) or (y) that MLC would not have been subject to but for its having entered into any PESRM Transaction Document, CO Supply Contract, PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction, PESIC-PESRM Secured Prepay Transaction, RP Sales Contract, or Cover Transaction, including any transaction or service contemplated thereunder), or (ii) business license or registration fees (other than any non-U.S. business license or registration fees that MLC would not have been subject to but for its having entered into any PESRM Transaction Document, CO Supply Contract, PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction, PESIC-PESRM Secured Prepay Transaction, RP Sales Contract, or Cover Transaction, including any transaction or service contemplated thereunder).

“Indemnified Party” has the meaning set forth in Section 7.01(f).

“Indemnifying Party” has the meaning set forth in Section 7.01(f).

“Index” means, for any Hydrocarbon, the index specified under the heading “Index” in Table 1 of Part 2 of Schedule 5(c).

“Initial Rack Sale Amount” means $[**].

“Initial Refined Product Price Amount” has the meaning set forth in Schedule 5(b).

“Initial RP Purchases” has the meaning set forth in Section 4.13(a).

“Insurance Requirements” has the meaning set forth in Section 10.04(a).

“Intermediate Holdco” has the meaning set forth in the recitals to this Agreement.

“Inventory Sales Agreement” means that certain Inventory Sales Agreement dated as of the date hereof, between JPMVEC and MLC.

“Investment Assets” has the meaning assigned to such term in Section 10.10(e).

“Invoice” has the meaning set forth in Section 5.01.

“ISDA Termination Event” has the meaning set forth in Section 14.03(a)(iii).

“Joinder Agreement” means a joinder agreement substantially in the form of Schedule 1.01(e).

“Jones Act” means the Merchant Marine Act of 1920, as amended.

“JPMVEC” has the meaning set forth in the recitals of this Agreement.

“L/C Fees and Costs” means, in respect of any letter of credit posted by MLC or any of its Affiliates to any third party in connection with the performance of MLC’s obligations under this Agreement, the other PESRM Transaction Documents, the CO Supply Contracts, the PESRM-MLC Secured Prepay Transactions, the RP Sales Contracts or the Cover Transactions, any and all fees and costs payable by MLC and/or such Affiliates in respect of such letter of credit.

“Leased Affiliate Transferee Assets” means any Affiliate Transferee Assets leased by a Transaction Party to an Affiliate Transferee.

“Liabilities” means any losses, claims, charges, damages, deficiencies, assessments, interest, fines, penalties, costs and expenses of any kind (including reasonable attorneys’ fees and disbursements and other fees, court costs and other disbursements), directly or indirectly arising out of or related to any Proceeding (or threatened Proceeding), judgment, investigation (or threatened investigation), settlement (whether or not Proceedings have been initiated) or judicial or administrative order, including any Environmental Claim, and, in each case, including any indemnification by MLC of PESIC or any other Indemnified Party (as defined in the Framework Agreement), other than any MLC Caused Indemnity. Liabilities shall include costs of purchasing replacement commodities, receipt, storage, transportation and delivery costs relating thereto, liquidated damages, credit charges and hedging costs and any costs of MLC on account of MLC paying to PESIC or the holders of the Preferred Shares or the Class B Preferred Shares the dividend on the Preferred Shares (as defined in the limited liability company agreement of PESIC) or the Class B Preferred Shares (as defined in the limited liability company agreement of PESIC) after PESRM’s failure to pay such amount pursuant to the terms of the PESIC-PESRM Consulting Agreement (taking into account any grace period for the payment of such amount).

“LIBOR” means, for any Day, the rate per annum determined by MLC at approximately 11:00 a.m. (London time) on the date that is two London Banking Days prior to such Day by reference to the ICE Benchmark Administration LIBOR Rate, as published by Reuters (or other commercially available source providing quotations of ICE LIBOR as may be designated by MLC from time to time) (“ICE LIBOR”), for a period equal to the designated period; provided, that if the ICE LIBOR is not available to MLC for any reason, then the applicable LIBOR for

such Day shall instead be the average of the rates per annum at which deposits in US Dollars are offered for such designated period to major banks in the London interbank market in London, England by Bank of America, N.A., at approximately 11:00 a.m. (London time) on the date which is two London Banking Days prior to such Day. Each determination by MLC pursuant to this definition shall be conclusive absent manifest error.

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

“London Banking Day” means a Day on which dealings in US Dollar deposits are conducted by and between banks in the London interbank market.

“Loss” means, with respect to this Agreement or one or more terminated PESRM Transactions (such transactions, the “Terminated Transactions”), as the case may be, and a Party, an amount that Party reasonably determines in good faith and a commercially reasonable manner to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including, without limitation, any loss of bargain, cost of funding and (i) in any case where MLC is the Performing Party, without duplication, losses and costs (or gains) incurred by MLC as a result of its terminating, liquidating, obtaining, amending or reestablishing any CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, RP Sales Contracts or Cover Transactions (but solely with respect to unreimbursed market structure risks (i.e., deemed basis risks and deemed roll risks), grade differentials and/or locational differentials related to such contracts or transactions, as applicable), any losses and costs (or gains) incurred in liquidating any Crude Oil or Refined Product inventory or removing any such inventory from storage and/or piping, and any unreimbursed CO Transportation and Other Costs, RP Transportation and Other Costs, Cover Transportation and Other Costs and any unpaid Throughput Service Fees and Cover Throughput Service Fees, and (ii) in any case where PESRM is the Performing Party, without duplication, losses and costs (or gains) that would have been incurred by MLC as a result of the termination or liquidation of all then outstanding CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, RP Sales Contracts and Cover Transactions (but solely with respect to (and in each case only to the extent applicable) unreimbursed market structure risks (i.e., deemed basis risks and deemed roll risks), grade differentials and/or locational differentials related to such contracts or transactions, as applicable) and any unreimbursed CO Transportation and Other Costs, RP Transportation and Other Costs, Cover Transportation and Other Costs and any unpaid Throughput Service Fees and Cover Throughput Service Fees. Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination

Date and not made. A Party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable, subject to Section 14.04(a). A Party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. For the avoidance of doubt, Loss will be calculated separately from any indemnity determinations made under this Agreement.

“Management Personnel” means Persons, including employees of Holdings, who are engaged in the management or operations of PESRM or any of its Subsidiaries (among other things).

“Management Personnel Costs” means (i) accrued salaries, bonuses and other compensation of, and expense and tax reimbursements to, Management Personnel and (ii) other costs of Holdings directly arising from the employment of such Management Personnel.

“Master Netting Agreement” means that certain IECA Master Netting Agreement, dated as of the date hereof, between PESRM and MLC.

“Material Adverse Condition” has the meaning set forth in Section 6.04(a).

“Material Adverse Effect” means (i) a material adverse effect on the business, property, results of operations or financial condition of the Transaction Parties or MLC, as applicable, taken as a whole; (ii) a material adverse effect on the ability of the Transaction Parties or MLC, as applicable, to fully perform their respective payment or performance obligations under any Certain PESRM Transaction Document, the MLC-PESIC ISDA Master Agreement or the PESIC-PESRM ISDA Master Agreement; or (iii) a material adverse effect on the rights of or benefits or remedies available to MLC or PESRM, as applicable, under any Certain PESRM Transaction Document, the MLC-PESIC ISDA Master Agreement or the PESIC-PESRM ISDA Master Agreement, in each case other than due to a PESIC Failure.

“Material Contracts” means (i) to the extent any Permitted Term Loan Facility is then outstanding, the Term Loan Credit Agreement and the other Term Loan Documents, (ii) the Senior Secured Credit Facility Documents and (iii) any other agreement or contract to which any Transaction Party is a party and the failure of which to keep in full force and effect could reasonably be expected to have a Material Adverse Effect.

“Material Permit” means permits required for PESRM to conduct its businesses, operations and Real Property in accordance with Applicable Law, excluding such permits the absence of which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

“MLC” has the meaning given to such term in the preamble to this agreement.

“MLC Caused Indemnity” means any indemnification by MLC of PESIC or any other Indemnified Party (as defined in the Framework Agreement) as a result of (a) a breach by MLC of any covenant or agreement contained in any MLC-PESIC Secured Prepay Transaction Document or in connection therewith, (b) any representation or warranty of MLC made in any MLC-PESIC Secured Prepay Transaction Document or in connection therewith proving to be

false or misleading or (c) any other event or circumstance which was caused by the actions of, or inaction by, MLC.

“MLC Crude Oil Purchase” means the physical volume of all Crude Oil purchased by MLC pursuant to a CO Supply Contract .

“MLC Deemed Daily Production” has the meaning set forth in Section 3.05(b).

“MLC Event” means, in respect of any Core PESRM Transaction Document, CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract or Cover Transaction, (i) any unexcused failure of MLC to perform under such document, contract or transaction, or (ii) the negligence or willful misconduct on the part of MLC, its Affiliates or any of their respective agents, consultants, contractors, directors, employees, officers or representatives; provided, that, in each case covered by subclause (i) or subclause (ii), MLC shall not be responsible for any failure relating to the negligence or willful misconduct of PESRM, PESIC, their Affiliates or any of their respective agents, consultants, contractors, directors, employees, officers, managers or representatives, in each case when acting as a consultant to MLC; and provided further that any MLC failure to perform due to an Applicable Condition shall not be a MLC Event.

“MLC Event of Default” has the meaning set forth in Section 14.02.

“MLC Guarantor” has the meaning set forth in Section 6.17.

“MLC Guaranty” has the meaning set forth in Section 6.17.

“MLC Ratings Trigger Event” means MLC Guarantor’s senior unsecured and unsubordinated long-term debt rating is downgraded to [**] or lower by Moody’s or to [**] or lower by S&P.

“MLC Transaction” has the meaning set forth in Section 14.01(h).

“MLC-PESIC ISDA Master Agreement” means that certain 2002 MLC-PESIC ISDA Master Agreement, dated as of the date hereof, including the Schedule, exhibits and annexes thereto and the transactions thereunder, between MLC and PESIC, as amended, restated, supplemented, replaced or otherwise modified from time to time.

“MLC-PESIC Secured Prepay Transaction Documents” has the meaning assigned to the term “PESIC Secured Prepay Transaction Documents” in the Framework Agreement as of the date of this Agreement.

“MLC-PESIC Secured Prepay Transactions” means those certain “Sourcing Transactions” and “Prepay Transactions” conducted under the MLC-PESIC ISDA Master Agreement.

“Monthly CO FIFO Report” means, with respect to any calendar month, a report substantially in the form of Schedule 3.08(c), setting forth the physical and financial trades used in the calculation of the True Up Calendar Month Crude Oil Differential.

“Monthly Cover Throughput Service Fee” means, for any calendar month, a pro rated portion of the Annual Cover Throughput Service Fee for such month (which shall be $[**] per calendar month).

“Monthly True-Up” has the meaning set forth in Section 5.02.

“Monthly True-Up Date” means the second (2nd) Business Day following the twentieth (20th) Day of each calendar month (or any other Day that may be agreed by MLC and PESRM).

“Monthly True-Up Invoice” has the meaning set forth in Section 5.02.

“Moody’s” means Moody’s Investors Service, Inc. or any successor that is a nationally recognized statistical rating organization.

“Mortgage Policy” has the meaning set forth in Section 2.02(g).

“Mortgaged Properties” means the parcels of Real Property described by metes and bounds on Schedule 1.01(h) and identified as Parcels A, B-1, C and D in the Owner’s Title Policy, as to which MLC shall be granted a Lien pursuant to the Mortgages.

“Mortgages” means each of the mortgages and deeds of trust made by any Transaction Party in favor of, or for the benefit of, MLC.

“New MLC Transactions” has the meaning set forth in the Wind-Down Agreement.

“Non-Affected Party” has the meaning set forth in Section 6.09.

“North Yard” means the parcels of real property commonly referred to as the “north yard” located north of Passyunk Avenue and adjacent to Philadelphia Gas Works property and described by metes and bounds on Schedule 1.01(i) and identified as Parcels B-2, B-3, B-4, H-1 and H-2 in the Owner’s Title Policy.

“North Yard Assets” means, collectively, the North Yard, including all improvements thereon or incidental thereto, any railroads and any other assets or personal property necessary for or incidental to the operation and maintenance of the assets located on the North Yard.

“NYMEX” means the New York Mercantile Exchange, Inc.

“Obligations” means (a) obligations of PESRM and the other Transaction Parties from time to time arising under or in respect of the due and punctual payment of all monetary obligations, including fees, reimbursements, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar Proceeding, regardless of whether allowed or allowable in such Proceeding) of PESRM and the other Transaction Parties under this Agreement, the PESRM-MLC Secured Prepay Transactions, the other PESRM Transaction Documents and the RINs Secured Obligations Agreement and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of PESRM and the other Transaction Parties under or pursuant to this Agreement and the other PESRM Transaction

Documents and the RINs Secured Obligations Agreement. Solely for the purposes of the Term-ABL Intercreditor Agreement, the Term Loan Documents and the Intercreditor Agreement, the PESIC-PESRM ISDA Master Agreement, the PESIC-PESRM Consulting Agreement, the other PESIC-PESRM Secured Prepay Transaction Documents (as defined in the Supply and Offtake Security Agreement), the MLC-PESIC ISDA Master Agreement and the other MLC-PESIC Secured Prepay Transaction Documents (as defined in the Supply and Offtake Security Agreement) shall be deemed to be “Supply and Offtake Documents,” and “Obligations” shall be deemed to include PESRM’s obligations to PESIC under the PESIC-PESRM ISDA Master Agreement.

“Oil Flow Report” means, for any Day, a written report substantially in the form attached hereto as Schedule 4.09(a) that sets forth PESRM’s then current best estimates for each Day during the ninety (90) Day period immediately following such Day of (i) each of the types, grades and volumes of Crude Oil expected to be processed by the Refinery and (ii) each of the types, grades and volumes of Refined Products expected to be produced by the Refinery, in each case on each Day during such period.

“On-Premise Infrastructure” means the PESRM Infrastructure, the Sunoco PMT Infrastructure (other than the Eagle Point Terminal and the Paulsboro Terminal) and any Other Third Party Infrastructure owned by an Affiliate Transferee.

“Operational Imbalance” has the meaning set forth in Section 6.14.

“Operational Issue” means an RP Operational Issue and/or a CO Operational Issue, as applicable.

“Original Agreement” has the meaning set forth in the recitals of this Agreement.

“Original Agreement Effective Date” has the meaning set forth in the recitals of this Agreement.

“OSG Chartering Letter” means that certain Letter Agreement, dated as of October 7, 2014, by MLC to OSG Delaware Bay Lightering LLC, and the Acknowledgement, dated as of October 7, 2014, by OSG Delaware Bay Lightering LLC in favor of MLC.

“Other Logistics Assets” means, collectively, (a) the West Yard, including all improvements thereon or incidental thereto, (b) any railroads, railcars, rail loading and unloading facilities, (c) tanks that are (x) dedicated to any rail loading and unloading facility or (y) otherwise put into service after April 4, 2013, (d) pipeline infrastructure that connects any rail loading and unloading facility to these tanks and these tanks to the Refinery, (e) any assets and property interests which are subject to the rights of first refusal in favor of PESRM under the Terminaling Agreements, along with any pipeline infrastructure connecting these assets or property interests to the Refinery that are acquired by PESRM or any Guarantor after April 4, 2013, (f) any assets owned by PESRM and subject to a right of first offer or option pursuant to any agreement with PES Logistics, L.P. and (g) all contract rights and real estate rights related thereto.

“Other Third Party” means (i) Kinder Morgan Liquids Terminals, LLC (“KMLT”) and (ii) any other Person listed in Schedule 1.01(w), as amended from time to time, including any Affiliate Transferee that owns Other Third Party Infrastructure (as set forth on an amended

Schedule 1.01(w) updated at any time any such Other Third Party Infrastructure is transferred to such Affiliate Transferee in accordance with this Agreement).

“Other Third Party Infrastructure” means (i) the infrastructure assets available to PESRM under the Master Services Agreement dated as of January 1, 1996, between KMLT and PESRM (as successor in interest to Sunoco R&M), as amended from time to time, including the infrastructure assets listed in Schedule 1.01(w) (as amended from time to time) and (ii) any other infrastructure assets of any Other Third Party that are listed in Schedule 1.01(w), as amended from time to time, including any infrastructure assets comprised of Affiliate Transferee Assets owned by an Affiliate Transferee (as set forth on an amended Schedule 1.01(w) updated at any time such infrastructure assets are transferred to such Affiliate Transferee in accordance with this Agreement), but excluding, for the avoidance of doubt, any Leased Affiliate Transferee Assets.

“Owner’s Title Policy” means that certain Owner’s Policy of Title Insurance issued by First American Title Insurance Company in favor of PESRM, Policy No. 5011442-0051311e, including any and all endorsements to the same.

“Parties” has the meaning set forth in the introductory paragraph of this Agreement.

“Party” has the meaning set forth in the introductory paragraph of this Agreement.

“Paulsboro Terminal” means that certain Hydrocarbon terminal, operated as of the date hereof by Sunoco PMT, which is located in Paulsboro, New Jersey.

“Payable Monetization Transaction” means each CO Payable Monetization Transaction and each Cover Payable Monetization Transaction.

“Performing Party” has the meaning set forth in Section 14.04(a)(i).

“Permit” means any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under any Applicable Law, not including any Environmental Law.

“Permitted Liens” has the meaning set forth in Section 11.02.

“Permitted Specified Transactions” has the meaning set forth in Section 11.15.

“Permitted Term Loan Facility” means (a) the secured term loan facility evidenced by the Existing Term Loan Credit Agreement, (b) to the extent the Existing Term Loan Facility is refinanced, in whole or in part, with (x) unsecured Indebtedness, and/or (y) a secured term loan facility (and any refinancing or replacement of any such secured term loan facility), provided that, in each case, (1) the aggregate principal amount of such secured and unsecured Indebtedness does not exceed an amount equal to the Term Loan Permitted Indebtedness Limit minus the aggregate principal amount of any Indebtedness outstanding under (A) any Permitted Term Loan Facility then outstanding minus, (B) any then-outstanding Development Financing secured by Liens on property other than the property to which such Development Financing relates and (C) any then-outstanding Indebtedness incurred under Section 11.01(y) secured by Liens on property other than the property to which such Indebtedness relates and (c) with respect

to any secured term loan facility permitted under the preceding clause (b), such secured Indebtedness (i) is not secured by Liens on any ABL/SOA Priority Collateral unless such Liens are subordinated to the Obligations pursuant to an intercreditor agreement on terms and conditions substantially similar to those set forth in the Existing Term-ABL Intercreditor Agreement or any intercreditor agreement with respect to ABL/SOA Priority Collateral in force immediately prior to the incurrence of such Indebtedness (such intercreditor agreement, together with the Existing Term-ABL Intercreditor Agreement, a “Term-ABL Intercreditor Agreement”), provided that, in no event shall any such intercreditor agreement result in the removal of any assets or property from the definitions of ABL/SOA Collateral or MLC Separate Assets and Collateral set forth in the Existing Term-ABL Intercreditor Agreement, except as set forth in and pursuant to Section 16.18, (ii) the material terms of such financing (including interest rates) are generally consistent with prevailing market terms for such type of financing facility available to similarly-situated borrowers in the refining industry at the time such financing facility is entered into, documented pursuant to a loan agreement (together with the Existing Term Loan Credit Agreement, the “Term Loan Credit Agreement”) and (iii) any scheduled amortization payments thereunder shall not exceed an amount per annum equal to 5.00% of the principal amount of Indebtedness incurred under such facility.

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

“PESA” means PES Administrative Services, LLC.

“PESIC” means PES Inventory Company, LLC, a special purpose vehicle owned by Intermediate Holdco.

“PESIC Account” means that certain deposit account maintained at Bank of New York Mellon in the name of MLC and designated as the “PESIC Account”, which deposit account shall at all times be subject to the PESIC Account Control Agreement, into which funds will be deposited by PESIC to secure PESIC’s obligations to MLC under the MLC-PESIC ISDA Master Agreement.

“PESIC Account Control Agreement” means an agreement in form and substance reasonably satisfactory to MLC establishing MLC’s control with respect to the PESIC Account.

“PESIC Failure” means any PESRM/PESIC Failure to Perform by PESIC that was not caused by the actions of, or inaction by, PESRM under the PESIC-PESRM Consulting Agreement or PESRM or an Affiliate of PESRM under the PESIC LLC Agreement and was caused by the actions or inactions of the holder(s) of Common Shares of PESIC.

“PESIC Security Agreement” means that certain Security Agreement, dated as of the date hereof, by and among PESIC, as grantor, and MLC.

“PESIC-PESRM Consulting Agreement” means the consulting agreement, dated as of the Effective Date, between PESIC and PESRM, as amended, restated, replaced, supplemented or otherwise modified from time to time.

“PESIC-PESRM ISDA Master Agreement” means that certain 2002 PESRM-MLC ISDA Master Agreement, dated as of the date hereof, including the Schedule, exhibits and annexes thereto and the transactions thereunder, between PESRM and PESIC, as amended, restated, supplemented, replaced or otherwise modified from time to time.

“PESIC-PESRM Secured Prepay Transaction Documents” means the PESIC-PESRM ISDA Master Agreement, the PESIC-PESRM Consulting Agreement and the Consent to Assignment (each as defined in the Framework Agreement as in effect on the date of this Agreement).

“PESIC-PESRM Secured Prepay Transactions” means those certain PESIC-PESRM “Sourcing Transactions” and “Prepay Transactions” conducted under the PESIC-PESRM ISDA Master Agreement.

“PESRM” has the meaning set forth in the introductory paragraph of this Agreement.

“PESRM Buy Request” has the meaning set forth in Section 3.09(b).

“PESRM Event of Default” has the meaning set forth in Section 14.01.

“PESRM/PESIC Failure to Perform” has the meaning set forth in Section 6.15.

“PESRM FTZ” has the meaning set forth in Section 6.16(a).

“PESRM Infrastructure” means (i) the Refinery and other infrastructure assets owned by PESRM that are reasonably necessary or desirable to the performance by the Parties of their respective obligations under this Agreement, including the infrastructure assets listed in Schedule 1.01(t), as amended from time to time and (ii) any Affiliate Transferee Assets that are not covered by clause (i) above, but that are owned by PESRM or any other Transaction Party (as set forth on an amended Schedule 1.01(t) updated at any time such infrastructure assets are acquired by PESRM or such other Transaction Party in accordance with this Agreement), including, for the avoidance of doubt, in respect of each of clauses (i) and (ii) above, any Leased Affiliate Transferee Assets.

“PESRM Prepayment Amount Failure” has the meaning set forth in Section 3.09(d).

“PESRM Sales Request” has the meaning set forth in Section 4.09(b).

“PESRM Transaction Documents” means this Agreement, the PESRM Transactions, the PESRM-MLC ISDA Master Agreement and the other PESRM-MLC ISDA Documents, the PESRM-MLC Secured Prepay Transactions, each Third Party Consent Agreement, the PESRM-MLC Consulting Agreement, the Products Sales Agreement, the Supply and Offtake Security Documents, the Intercreditor Agreement, the Master Netting Agreement and any other agreement entered into in connection with this Agreement or any other such agreement.

“PESRM Transactions” means (i) any CO Transaction, (ii) any RP Transaction, (iii) any Butane Sale Transaction and (iv) any PESRM-MLC Secured Prepay Transaction.

“PESRM-MLC CO Secured Prepay Transaction” means a PESRM-MLC Secured Prepay Transaction for supply of Crude Oil to the Refinery.

“PESRM-MLC Consulting Agreement” means that certain Amended and Restated Consulting Agreement dated as of the Effective Date, between MLC (as assignee of JPMVEC) and PESRM, as amended, restated, replaced, supplemented or otherwise modified from time to time, as assigned by JPMVEC to MLC pursuant to the Assignment and Assumption Agreement.

“PESRM-MLC ISDA Master Agreement” means that certain 2002 PESRM-MLC ISDA Master Agreement, dated as of the date hereof, including the schedule, exhibits and annexes thereto and the transactions thereunder, between MLC and PESRM, pursuant to which MLC and PESRM may enter into PESRM-MLC Secured Prepay Transactions, as amended, restated, supplemented, replaced or otherwise modified from time to time.

“PESRM-MLC ISDA Documents” has the meaning ascribed to such term in the PESRM-MLC ISDA Master Agreement.

“PESRM-MLC Prepay Transaction” has the meaning given to the term “Prepay Transaction” in the PESRM-MLC ISDA Master Agreement.

“PESRM-MLC RP Secured Prepay Transaction” means a PESRM-MLC Secured Prepay Transaction for the sale of Refined Products.

“PESRM-MLC Secured Prepay Transaction” means a PESRM-MLC Sourcing Transaction and its related Prepay Transaction. PESRM-MLC Secured Prepay Transaction may mean either a PESRM-MLC CO Secured Prepay Transaction, PESRM-MLC RP Secured Prepay Transaction or both, as the context may require.

“PESRM-MLC Sourcing Transaction” has the meaning given to such term “Sourcing Transaction” in the PESRM-MLC ISDA Master Agreement.

“Post Transfer Environmental Liabilities” has the meaning set forth in Section 11.08(p).

“PPC” means Lucknow-Highspire Terminals Co.

“Prepayment Amount” means, in connection with MLC’s entry into or performance of any CO Supply Contract or Cover Transaction, in any case where MLC is required (i) to make a prepayment or provide cash collateral under such contract, a cash prepayment in US Dollars in an amount equal to the amount of such required prepayment or cash collateral, (ii) to post a letter of credit under such contract, but MLC is unable, as determined by MLC in its sole discretion, to obtain such letter of credit on an unsecured basis or provide cash collateral, a cash prepayment in US Dollars in an amount equal to the face amount of the required letter of credit, and/or (iii) to make a prepayment, post a letter of credit under such contract, but MLC is unable, as determined by MLC in its sole discretion, to obtain such letter of credit on an unsecured basis, or provide cash collateral, a cash prepayment in US Dollars in an amount equal to the amount of such required prepayment, the face amount of the required letter of credit, or the required cash collateral, as applicable.

“Priced Hydrocarbon Inventory” has the meaning set forth in Schedule 5(c).

“Principal CO Cover Terms” means, in respect of any CO Cover Transaction, the Principal CO Terms for such CO Cover Transaction.

“Principal CO Terms” means, in respect of any CO Supply Contract, those terms identified on the form of PESRM Buy Request, including (i) the identity of the Counterparty to such contract, (ii) the type, grade and volume of Crude Oil subject to such contract, (iii) the Crude Oil Index applicable to such contract, (iv) the Crude Oil Grade Differential applicable to such contract, (v) the payment terms applicable to such contract, (vi) the delivery point and delivery period of such contract, (vii) the specifications for the Crude Oil to be purchased under such contract, where applicable and (viii) the General Terms and Conditions and any amendments thereto to be used in such transaction.

“Principal Cover Terms” means the Principal RP Cover Terms and/or the Principal CO Cover Terms, as applicable.

“Principal RP Cover Terms” means, in respect of any RP Cover Transaction, the Principal RP Terms for such RP Cover Transaction.

“Principal RP Terms” means, in respect of any RP Sales Contract , those terms identified on the form of PESRM Sales Request, including (i) the identity of the Product Purchaser under such contract, (ii) the type, grade and volume of Refined Product to be sold under such contract, (iii) the index that will be used to price Refined Products under such contract, (iv) any differentials or adjustments that will be applicable to the Refined Product price under such contract, (v) the payment terms applicable to such contract, (vi) the delivery period and mode of delivery to be used under such contract, (vii) the specifications for Refined Product to be sold under such contract and (viii) the General Terms and Conditions and any amendments thereto to be used in such transaction.

“Principal Terms” means the Principal CO Cover Terms, Principal CO Terms, Principal RP Cover Terms and/or the Principal RP Terms, as the context may require.

“Proceeding” means any suit, action, proceeding, claim, challenge or other matter whether brought before a Governmental Authority, arbitration panel or other body.

“Product Purchaser” has the meaning set forth in Section 4.09(a).

“Product Purchaser Delivery Point” means the gauges or metering points, as applicable, set forth in Schedule 4.09 that, in each case, are located immediately prior to the point where the applicable Refined Product is delivered by MLC to a Product Purchaser pursuant to a RP Sales Contract on an FOB basis at the Refinery or the other Basic Infrastructure.

“Products Sales Agreement” means that certain Products Sales Agreement, dated as of the Effective Date, between PESRM and MLC.

“Protocols” means the Sourcing Protocols, the Sales Protocols and the Cover Protocols.

“Provisional FIFO Queue Report” means a report substantially in the form of Schedule 3.08(b)(iv).

“Rack” means a facility that is operating and capable of loading tank trucks with blended refined petroleum products for marketing refined petroleum products by truck and which provides blending and additive services, as more specifically set forth on Schedule 1.01(k), as amended from time to time.

“Rack Infrastructure Owner” means, with respect to each Rack, the entity set forth opposite the name of such Rack on Schedule 1.01(k), as amended from time to time.

“Rack Sale Prepayment Amount” means, for any Day during the Term, (a) for any Monday through Thursday (inclusive) that is a Business Day and for which the immediately following Day is a Business Day, an amount equal to the Estimated Daily Rack Sale Amount for such following Day and (b) for any Friday, Saturday, Sunday, any Business Day that is not immediately followed by another Business Day, or any other Day that is not a Business Day, an amount equal to the product of (i) the Estimated Daily Rack Sale Amount multiplied by (ii) the number of Days from (but not including) such Day until and including the next Business Day; provided that, in the event that the Estimated Daily Rack Sale Amount changes during any period referred to in this clause (b), the Rack Sale Prepayment Amount shall be adjusted to take into account the applicable Estimated Daily Rack Sale Amount on each such Day during such period.

“Rack Sales Contract” has the meaning set forth in Section 4.09(c).

“Real Property” means any parcel or tract, or portion thereof, of real property owned by any Transaction Party, which for purposes of this Agreement and the other PESRM Transaction Documents shall not include the North Yard and any improvements thereto or the West Yard and any improvements thereto.

“Recording Office” has the meaning set forth in Section 2.02(g).

“Refined Product” has the meaning set forth in Schedule 1.01(c).

“Refined Product Price Amount” has the meaning set forth in Schedule 5(b).

“Refined Product Specifications” means, in respect of any Refined Product, the applicable specifications for such Refined Product, set forth in Schedule 1.01(c), as amended from time to time.

“Refinery” means the refinery located in Philadelphia, Pennsylvania (consisting of two formerly separate refining operations commonly known as “Point Breeze” and “Girard Point”), as further described on Schedule 1.01(l) including the North Yard and the West Yard.

“Refinery Real Property” means the real property interests at the site of the Refinery as described in Schedule 1.0.1(m).

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

“Relevant Day” has the meaning set forth in Section 3.05(a).

“Renewable Fuel Standards” means the regulatory requirements set forth in 40 C.F.R. Part 80, Subpart M, §§ 80.1400 et seq.

“Required Infrastructure” has the meaning set forth in Section 6.05(a).

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

“RIN” has the meaning as set forth in 40 C.F.R. § 80.1401 and regulated as part of Renewable Fuel Standards.

“RINs Secured Obligations Agreement” has the meaning given to such term in the Intercreditor Agreement.

“RP Cover Throughput Service Fee” has the meaning set forth in Schedule 12.

“RP Cover Transaction Price Amount” has the meaning set forth in Schedule 12.

“RP Cover Transaction Volume Limitation” has the meaning set forth in Section 12.06(b).

“RP Cover Transactions” has the meaning set forth in Section 12.01(a)(i).

“RP Delivery Point” means the gauges or metering points, as applicable, set forth in Schedule 4.01.

“RP Operational Issue” means, as determined by MLC in good faith and a commercially reasonable manner based on information provided by PESRM, a circumstance or event that occurs with respect to the Refinery and/or any Required Infrastructure (including planned maintenance and mechanical failures) or any mode of transportation utilized by the Refinery to effect delivery under any RP Sales Contract or PESRM-MLC RP Secured Prepay Transaction and that results in a failure by the Refinery to (i) produce the quantity of Refined Product required to be delivered under any RP Sales Contract or PESRM-MLC RP Secured Prepay Transaction or (ii) deliver any Refined Product on the delivery dates, and to the Product Purchaser Delivery Point or other delivery point specified in any applicable RP Sales Contract or PESRM-MLC RP Secured Prepay Transaction.

“RP Sales Contract” has the meaning set forth in Section 4.09(c).

“RP Sales Contract Prepayment Amount” means for any Day during the Term, (a) for any Monday through Thursday (inclusive) that is a Business Day and for which the immediately following Day is a Business Day, an amount equal to the notional value (measured in Dollars) of

the scheduled deliveries pursuant to all PESRM-MLC RP Sales Contracts for such following Day and (b) for any Friday, Saturday, Sunday, any Business Day that is not immediately followed by another Business Day, or any other Day that is not a Business Day, an amount equal to the sum of the notional amounts for all scheduled deliveries pursuant to all PESRM-MLC RP Sales Contracts from (but not including) such Day until and including the next Business Day.

“RP Transaction” has the meaning set forth in Section 4.05(a).

“RP Transportation and Other Costs” means any and all direct expenses incurred by MLC (and not previously paid by PESRM) (including any such expenses payable to PESRM or any PESRM Affiliate), relating to the receipt, storage, transportation and/or delivery of Refined Products to, at and/or from the Refinery or the other Basic Infrastructure (including any costs of bank countersigned letters of indemnity, L/C Fees and Costs, MLC’s share of any inspection costs and any contractual obligation to indemnify or reimburse any Product Purchaser under any RP Sales Contract for any Indemnifiable Taxes (including any taxes thereon), damages, duties, imposts, tariffs, fees, costs of posting any bonds, charges, losses or liabilities of whatever nature together with any penalties and costs associated therewith), but excluding (i) any expenses after such Refined Products are delivered to third party purchasers at the applicable Product Purchaser Delivery Point and (ii) any Demurrage Costs. RP Transportation and Other Costs shall not include any costs or increases of costs that arise from any MLC Event.

“RVO” means any Renewable Volume Obligation as defined in 40 C.F.R. § 80.1407 and regulated as part of Renewable Fuel Standards.

“S&P” means Standard & Poor’s Rating Agency Group, a division of McGraw Hill Companies, Inc., or any successor that is a nationally recognized statistical rating organization.

“Sales Protocols” has the meaning set forth in Section 4.09.

“Section 3.09(d) Funding Costs” has the meaning set forth in Section 3.09(d).

“Securities Account” has the meaning assigned to such term in the UCC.

“Senior Secured Credit Facility” means that certain Amended and Restated Revolving Credit and Guaranty Agreement dated as of the Effective Date, among PESRM, the Guarantors, the Lenders (as defined therein) party thereto from time to time, Bank of America, as sole lead arranger and sole bookrunner, Bank of America, as swingline lender, Bank of America and JPMorgan Chase Bank, N.A. as issuing banks, and Bank of America, as administrative agent and as collateral agent, as amended, supplemented or otherwise modified from time to time.

“Senior Secured Credit Facility Documents” means the “Loan Documents” under the Senior Secured Credit Facility and as defined therein as of the Effective Date.

“Sleeve Transaction” has the meaning set forth in the Wind-Down Agreement.

“SOA Collateral Agent” means Merrill Lynch Commodities, Inc., in its capacity as collateral agent for the Supply and Offtake Secured Parties (as defined in the Supply and Offtake Security Agreement).

“Sourcing Protocols” has the meaning set forth in Section 3.09.

“Specified Losses and Costs” means any losses (or gains in which case expressed as a negative number), costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by MLC in connection with (i) the occurrence of an Illegality under this Agreement or any PESRM Transaction, CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract, or Cover Transaction, or (ii) a breach, default (however defined) or other failure to perform by a counterparty under any CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract or Cover Transaction (excluding any loss, cost or expense to the extent caused by the bankruptcy or insolvency of the counterparty under such contract) and any losses, costs and expenses under this Agreement or a PESRM Transaction, or by PESRM under the PESRM-MLC ISDA Master Agreement or any PESRM-MLC Secured Prepay Transaction, to the extent related to or caused by such breach, default or other failure.

“Specified Transaction” means (i) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between PESRM and any third party (x) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction, forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (y) which is a transaction similar to any transaction referred to in subclause (x) that is currently, or in the future becomes, regularly entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are made and (ii) any combination of these transactions. For the avoidance of doubt, “Specified Transaction” shall not include this Agreement, any PESRM Transaction, any PESIC-PESRM Secured Prepay Transaction, any MLC-PESIC Secured Prepay Transaction or the Financial Products ISDA Master Agreement.

“Specified Transaction Obligation” means obligations under or with respect to Specified Transactions.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, (i) any Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of

the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other Person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of PESRM.

“Sunoco” means Sunoco, LLC.

“Sunoco Pipeline” means Sunoco Pipeline L.P.

“Sunoco Pipeline Contracts” means (a) the Amended and Restated Inter-Refinery Pipeline Lease, between Sunoco Pipeline and PESRM, dated as of the Original Agreement Effective Date, as amended on November 30, 2012, (b) the Pipeline Connection Agreement (SRTF), between Sunoco Pipeline and PESRM, dated as of the Original Agreement Effective Date and (c) the Pipeline Connection Agreement (Outplant Lines), between Sunoco Pipeline and PESRM, dated as of the Original Agreement Effective Date, each as amended from time to time.

“Sunoco Pipeline Infrastructure” means the infrastructure assets made available to PESRM under the Sunoco Pipeline Contracts, including the infrastructure assets listed in Schedule 1.01(v), as amended from time to time.

“Sunoco PMT” means Sunoco Partners Marketing & Terminals L.P.

“Sunoco PMT Contracts” means (a) the Ft. Mifflin - Marine Dock & Terminaling Agreement, between Sunoco PMT and PESRM, dated as of the Original Agreement Effective Date, (b) the Paulsboro/Belmont — Products Terminal Services Agreement, between Sunoco PMT and PESRM, dated as of the Original Agreement Effective Date, (c) the Eagle Point — Terminaling & Storage Agreement, between Sunoco PMT and PESRM, dated as of the Original Agreement Effective Date, and (d) the Terminal Servies Agreement dated as of May 8, 2014 by and between Sunoco PMT and PESRM, each as amended from time to time.

“Sunoco PMT Infrastructure” means the infrastructure assets made available to PESRM under the Sunoco PMT Contracts, including the infrastructure assets listed in Schedule 1.01(u), as amended from time to time, and excluding any such infrastructure assets transferred to and owned by, or leased by a Transaction Party to, an Affiliate Transferee from and after the date such infrastructure assets are transferred or leased to such Affiliate Transferee in accordance with this Agreement (as set forth on an amended Schedule 1.01(u) updated on each such date).

“Sunoco R&M” means Sunoco, LLC (f/k/a Sunoco, Inc. (R&M).

“Supply and Offtake Documents” means the PESRM Transaction Documents.

“Supply and Offtake Perfection Certificate” means a duly completed and executed certificate substantially in the form of Schedule 1.01(g).

“Supply and Offtake Security Agreement” means that certain Second Amended and Restated Supply and Offtake Security Agreement, dated as of the date hereof, by and among PESRM, as Grantor, each other Grantor and the SOA Collateral Agent (as assignee of JPMVEC).

“Supply and Offtake Security Agreement Collateral” means all property pledged, granted or reaffirmed as collateral pursuant to the Supply and Offtake Security Agreement (a) on the Effective Date or (b) pursuant to Section 10.10.

“Supply and Offtake Security Documents” means the Supply and Offtake Security Agreement, the Mortgages, the Deed of Pledge and each other security document delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Supply and Offtake Security Agreement, or any other such security document to be filed with respect to the security interests in property created pursuant to the Supply and Offtake Security Agreement and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Obligations. For the avoidance of doubt, “Supply and Offtake Security Documents” shall not include PESIC Security Agreement or the PESIC Account Control Agreement.

“Survey” means an as-built survey of such Mortgaged Properties certified to MLC and the Title Company in a manner reasonably satisfactory to them, dated a date satisfactory to MLC and the Title Company by an independent professional licensed land surveyor reasonably satisfactory to MLC.

“SXL” means Sunoco Logistics Partners L.P. and any or all of its Subsidiaries, as the context requires.

“SXL Report” means a report produced by SXL substantially in the form of Schedule 4.04(a).

“Tank” means each of the tanks identified in Schedules 1.01(u), (v), (w) and (x) of this Agreement.

“Term” has the meaning set forth in Section 2.01.

“Term—ABL Intercreditor Agreement” has the meaning set forth in the definition of “Permitted Term Loan Facility”.

“Term Expiration Date” has the meaning set forth in Section 6.02(a).

“Term Loan Credit Agreement” has the meaning assigned to such term in the definition of “Permitted Term Loan Facility”.

“Terminaling Agreements” means any agreements to which PESRM is a party as of the Effective Date with respect to the receipt, handling, storage or delivery of crude oil, refined petroleum products (or any other products reasonably related or ancillary thereto).

“Terminated Transactions” has the meaning set forth in the definition of Loss.

“Termination Event” has the meaning set forth in Section 14.03(a).

“Termination Payment” has the meaning set forth in Section 14.04(b).

“Third Party” means Sunoco PMT, Sunoco Pipeline and any Other Third Party.

“Third Party Claim” has the meaning set forth in Section 7.01(f).

“Third Party Consent Agreement” means a consent agreement, in the form of Schedule 18 or otherwise in form and substance satisfactory to MLC, between an owner of Third Party Infrastructure and the SOA Collateral Agent.

“Third Party Contract” means any agreement entered into between PESRM and a third party owner from time to time that provides for infrastructure or equipment that loads, unloads, stores, blends, transports or processes MLC Separate Assets and Collateral.

“Third Party Infrastructure” means the Sunoco PMT Infrastructure, the Sunoco Pipeline Infrastructure and any Other Third Party Infrastructure.

“Throughput Service Fee” means (i) $[**]/Barrel for all Crude Oil Barrels delivered at the CO Delivery Point and (ii) $[**]/Barrel for all Refined Product Barrels delivered by MLC to third parties or pursuant to any PESRM/MLC RP Sales Contracts.

“Throughput Service Fee Implied Discount” means, in respect of any calendar month, the sum of (a) the actual volume (measured in Barrels) of Crude Oil delivered at the CO Delivery Point in such month multiplied by $[**] plus (b) the actual volume (measured in Barrels) of Refined Products delivered by MLC to third parties or pursuant to PESRM/MLC RP Sales Contracts in such month multiplied by $[**].

“Throughput Service Fee Implied Discount True-Up” means, in respect of any calendar month, an amount equal to (a) the Throughput Service Fee Implied Discount minus (b) an amount equal to (I) from the Effective Date to but not including the [**] anniversary of the Effective Date, $[**], (II) from and including the [**] anniversary of the Effective Date to but not including the [**] anniversary of the Effective Date, $[**] and (III) from and including the [**] anniversary of the Effective Date to but not including the [**] anniversary of the Effective Date, $[**], payable by (x) if such amount is positive, PESRM to MLC in accordance with Section 5.02 and (y) if such amount is negative, MLC to PESRM in accordance with Section 5.02.

“Title Company” means First American Title Insurance Company, or another title insurance company reasonably acceptable to MLC.

“Transaction Documents” means (i) the PESRM Transaction Documents and (ii) the Senior Secured Credit Facility Documents.

“Transaction Parties” has the meaning set forth in the introductory paragraph of this Agreement.

“Transferred Guarantor” has the meaning set forth in Section 13.10.

“True Up Calendar Month Crude Oil Differential” has the meaning set forth in Schedule 5(a).

“True-Up Crude Oil Price Amount” has the meaning set forth in Schedule 5(a).

“True-Up Refined Product Price Amount” has the meaning set forth in Schedule 5(b).

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

“Uninvoiced Day” means any Day that is not a Business Day and for which an Invoice has not previously been prepared by MLC and delivered to PESRM pursuant to Section 5.01.

“United States” means, the United States of America.

“Unpaid Amounts” means, with respect to any Early Termination Date, but without duplication of any amounts included in the related calculation of Loss, the aggregate of the amounts that became payable (whether or not due) to PESRM or MLC hereunder prior to the occurrence of such Early Termination Date or as a result of the termination of this Agreement and that remain payable (whether or not due) as at such Early Termination Date (including any Working Capital Fee, any Auto-Bin Deemed Hedge Roll true-up and any indemnities) together with interest thereon from (and including) the date such amounts became due and payable to (but excluding) such Early Termination Date, at the interest rate set forth in Section 16.12.

“US Dollars” and “$” means the lawful money of the United States of America.

“VAT” means value added tax.

“Vessel” has the definition set forth in the PESRM-MLC ISDA Master Agreement.

“Volumetric Gain and Loss” means the value, as determined by MLC, of any gains or losses in respect of any volume of in-transit or in-storage Crude Oil, Refined Product or the measurement thereof (each relevant volume being measured in accordance with Section 6.11) in connection with the PESRM Transactions, CO Supply Contracts, RP Sales Contracts and Cover Transactions (including, in each case, any hedging gain or loss directly relating to any such volumetric gain or loss), for which, in the case of any loss, MLC has not been compensated by PESRM or any third party, and, in the case of any gain, MLC has not paid PESRM or any third party for the relevant excess volume (each such gain, a “Volumetric Gain”, and each such loss, a “Volumetric Loss”). PESRM shall have the right to require a review by a jointly appointed independent inspector of any MLC determination of a Volumetric Gain or Volumetric Loss by notice given to MLC within two (2) Business Days after PESRM is notified of such determination.

“West Yard” means the parcel of real properly (and any improvements to such parcel of real property) commonly referred to as the “west yard” described by metes and bounds on Schedule 1.01(j) and identified in the Owner’s Title Policy as Parcel E.

“Wind-Down Agreement” has the meaning set forth in the recitals hereto.

“Wind-down Liquidation” has the meaning set forth in Section 6.02(b).

“Working Capital Amount” means, in respect of any Day, the positive amount (if any) equal to:

(a) the sum of (i) the total amount prepaid by MLC in connection with all MLC-PESIC Secured Prepay Transactions then outstanding, and (ii) the total amount prepaid by MLC in connection with all PESRM-MLC Secured Prepay Transactions then outstanding;

PLUS

(b) the sum of aggregate receivables for such Day from all MLC counterparties in respect of transactions directly relating to the performance of MLC’s obligations under this Agreement and, without duplication, the PESRM Transactions, the CO Supply Contracts, the RP Sales Contracts and the Cover Transactions on such Day;

MINUS

(c) the sum of aggregate payables for such Day to all MLC counterparties in respect of all transactions directly relating to the performance of MLC’s obligations under this Agreement and, without duplication, the PESRM Transactions, the CO Supply Contracts, the RP Sales Contracts and the Cover Transactions on such Day;

MINUS

(d) the sum of all Prepayment Amounts in respect of Hydrocarbons included above paid by PESRM on or before such Day;

MINUS

(e) the value of any Hydrocarbons for which PESRM is being charged a Section 3.09(d) Funding Cost in respect of such Hydrocarbons for such Day.

An example calculation of the Working Capital Amount is set forth on Schedule 1.01(s) hereto, for illustrative purposes only.

“Working Capital Fee” means, for each Day, the product of (i) the Working Capital Rate for such Day and (ii) the Working Capital Amount for such Day.

“Working Capital Rate” means, except as otherwise provided in Section 16.12(b), for each Day, the sum of (i) three (3) months LIBOR for such Day (the “Base Interest Rate”) and (ii) [**] (the “Applicable Margin”).

Section 1.02 Principles of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any PESRM Transaction Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified or in effect (subject to any restrictions on such amendments, supplements or modifications set forth herein) unless the context expressly otherwise requires,

(b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Annexes and Schedules shall be construed to refer to Articles and Sections of, and Annexes and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.03 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by MLC. If, after the Effective Date, any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 10.01 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by PESRM and results in a change in any of the calculations required by Article XI that would not have resulted had such accounting change not occurred, if requested by PESRM or MLC, the parties hereto agree to enter into negotiations in good faith in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by PESRM shall be the same after such change as if such change had not been made; provided, that (i) no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article XI shall be given effect until such provisions are amended to reflect such changes in GAAP and (ii) PESRM shall provide to MLC financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between such calculations made before and after giving effect to such change in GAAP.

Section 1.04 Single Agreement. All PESRM Transactions and all transactions contemplated thereby are entered into in reliance on the fact that this Agreement, the PESRM Transaction Documents and all PESRM Transactions, the PESIC-PESRM ISDA Master Agreement and all PESIC-PESRM Secured Prepay Transactions (and all transactions contemplated thereby) form a single integrated agreement among MLC and the Transaction Parties.

Section 1.05 Inconsistency. In the event of any inconsistency between the provisions of any PESRM Transaction and this Agreement, the terms of such PESRM Transaction will prevail for purposes of such transaction.

Section 1.06 Additional Defined Terms. For purposes of the definitions of “Excluded Subsidiary” and “Material Contracts” in Section 1.01, Section 1.01(j), Sections 2.02, 14.01(i), 14.01(l), 14.01(m), 14.02(g), 16.08, 16.18 and Articles VIII, IX, X, XI and XIII, the defined terms set forth in Annex I (except as otherwise specified in Annex I) (including each defined term that is used, directly or indirectly, in each defined term listed in Annex I, but that is not defined in this Agreement) shall have the meaning ascribed to such terms in the Senior Secured

Credit Facility as in effect on the Effective Date without giving effect to any subsequent termination, amendment, modification, supplement or waiver to or of the Senior Secured Credit Facility. References in the defined terms so incorporated herein pursuant to the preceding sentence (for purposes of such sections and articles hereof):

(a) to “Administrative Agent”, “Collateral Agent”, “Lender” or “Lenders”, “Required Lenders”, “Secured Party” or “Secured Parties”, or “Swingline Lender” shall be deemed amended in each case to be a reference to MLC in its capacity as a Party to this Agreement, and the text of such defined terms shall be deemed amended, mutatis mutandis, to give effect to such deemed reference;

(b) to “Borrower” shall be deemed amended in each case to be a reference to “PESRM” in its capacity as a Party to this Agreement, and the text of such defined term shall be deemed amended, mutatis mutandis, to give effect to such deemed reference;

(c) to “Hedging Agreement” shall be deemed amended in each case to be a reference to “Specified Transaction”, as such term is defined in this Agreement, and the text of such defined term shall be deemed amended, mutatis mutandis, to give effect to such deemed reference;

(d) to “Hedging Obligation” shall be deemed amended in each case to be a reference to “Specified Transaction Obligation”, as such term is defined in this Agreement, and the text of such defined term shall be deemed amended, mutatis mutandis, to give effect to such deemed reference;

(e) to “Loan Document” or “Loan Documents” shall be deemed amended in each case to be a reference to “Senior Secured Credit Facility Documents”, as such term is defined in this Agreement, but without giving effect to any subsequent termination, amendment, modification, supplement or waiver to or of the Senior Secured Credit Facility, and the text of such defined terms shall be deemed amended, mutatis mutandis, to give effect to such deemed reference;

(f) to “Loan Party” or “Loan Parties” shall be deemed amended in each case to be a reference to “Transaction Parties”, as such term is defined in this Agreement, and the text of such defined terms shall be deemed amended, mutatis mutandis, to give effect to such deemed reference;

(g) to “Requirement of Law” or “Requirements of Law” shall be deemed amended in each case to be a reference to “Applicable Law”, as such term is defined in this Agreement, and the text of such defined terms shall be deemed amended, mutatis mutandis, to give effect to such deemed reference;

(h) to “Security Document” or “Security Documents” shall be deemed amended in each case to be a reference to “Supply and Offtake Security Documents”, as such term is defined in this Agreement, and the text of such defined terms shall be deemed amended, mutatis mutandis, to give effect to such deemed reference; and

(i) to sections of the Senior Secured Credit Facility or Senior Secured Credit Facility Documents shall be deemed in each case to be a reference to the corresponding section in this Agreement or the other PESRM Transaction Documents, as applicable, and shall be deemed amended, mutatis mutandis, to give effect to such deemed reference; and

(j) to “Collateral” shall be deemed to be a reference to “ABL/SOA Priority Collateral” (such term having the meaning ascribed thereto by operation of this Section 1.06), but only where the term “Collateral” appears in the definitions of the terms “Asset Sale” and “Reserves” in Section 1.01 of the Senior Secured Credit Facility, and the text of such defined terms shall be deemed amended, mutatis mutandis, to give effect to such deemed reference.

ARTICLE II.

TERM OF AGREEMENT; CONDITIONS TO THE EFFECTIVE DATE

Section 2.01 Term of Agreement. The initial term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the third (3rd) anniversary of the Effective Date (subject to Section 6.02, the “Term”).

Section 2.02 PESRM Conditions to the Effective Date. MLC’s obligations hereunder shall be subject to the satisfaction by PESRM or waiver by MLC of the following conditions:

(a) Assignments and Transfers Effective; Effective Date Deliverables. The Assignments and Transfers shall have been consummated and be effective pursuant to the terms of the Assignment Documents. There shall have been delivered to MLC, with respect to each Transaction Party, as applicable, an executed counterpart of each of the following documents:

i. this Agreement;

ii. the PESIC-PESRM Consulting Agreement;

iii. the PESRM-MLC Consulting Agreement;

iv. a Third Party Consent Agreement, duly executed and delivered by each Third Party owner of Third Party Infrastructure, except as set forth on Schedule 2.02(a);

v. the Supply and Offtake Security Agreement and the Deed of Pledge;

vi. the Products Sales Agreement;

vii. the Intercreditor Agreement;

viii. the PESRM-MLC ISDA Master Agreement and the other PESRM-MLC ISDA Documents;

xi. the PESIC-PESRM ISDA Master Agreement;

xii. the OSG Chartering Letter;

xiii. the Master Netting Agreement;

xiv. the MLC-PESIC ISDA Master Agreement;

xv. the Framework Agreement;

and in each case, such agreement shall be in full force and effect.

(b) Corporate Documents. MLC shall have received:

(i) a certificate of the secretary or assistant secretary of each Transaction Party, dated the Effective Date, certifying (x) that attached thereto is a true and complete copy of each Organizational Document of such Transaction Party certified (to the extent applicable) as of a recent date by (if applicable) the Secretary of State of the state of its organization, (y) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Transaction Party authorizing the execution, delivery and performance of the Effective Date PESRM Transaction Documents and, if applicable, all documents related to the PESIC-PESRM Secured Prepay Transactions, to which such Person is a party and, in the case of PESRM, the Obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (z) as to the incumbency and specimen signature of each officer executing any Effective Date PESRM Transaction Document, the PESIC-PESRM ISDA Master Agreement or any other document delivered in connection herewith on behalf of such Transaction 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 subclause (i)); and

(ii) a certificate as to the good standing of each Transaction Party (in each case, in so-called “long-form” if available) in its jurisdiction of organization as of a recent date, from such Secretary of State (or other applicable Governmental Authority).

(c) Opinions of Counsel. MLC shall have received a favorable written opinion of (i) Latham & Watkins LLP, special counsel for the Transaction Parties, (x) dated the Effective Date, (y) addressed to MLC and (z) covering such matters relating to the Effective Date PESRM Transaction Documents as MLC shall reasonably request and (ii) Buchanan Ingersoll & Rooney PC, special Pennsylvania counsel for the Transaction Parties, (x) dated the Effective Date, (y) addressed to MLC and (z) covering such matters relating to the Mortgage(as assigned and amended and restated on the Effective Date) as MLC shall reasonably request.

(d) Solvency Certificate. MLC shall have received a solvency certificate in the form of Schedule 2.02(d), dated the Effective Date and signed by the chief financial officer or chief executive officer of PESRM.

(e) Fees. An amount equal to the aggregate of all amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket expenses (including the reasonable and documented out of pocket legal fees and expenses of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to MLC incurred prior to September 1, 2014, and the reasonable and documented out-of-pocket fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors and legal counsels to MLC), shall be paid by PESRM (or arrangement for payment therefor satisfactory to MLC shall have been made), including any of the aforementioned fees and expenses incurred on or prior to the Effective Date in connection with the negotiation, execution and delivery of the Assignment and Assumption Agreement and the other Transaction Documents (as such term is defined in the Assignment and Assumption Agreement), and all documents related to any PESIC-PESRM Secured Prepay Transactions.

(f) Personal Property Requirements. MLC shall have received:

(i) with respect to each Transaction Party, UCC financing statements (or amendments to existing financing statements, as applicable) in appropriate form for filing under the UCC and such other documents under domestic Applicable Law in each domestic jurisdiction as may be necessary or appropriate, in the reasonable opinion of MLC, to perfect (or maintain the perfection of, as applicable) the Liens created, or purported to be created, by the Supply and Offtake Security Documents (including, without limitation, by amending UCC financing statements on file in the applicable jurisdiction);

(ii) with respect to each Transaction Party, certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any of the Transaction Parties as debtor and that are filed in those state and county jurisdictions in which any of the Transaction Parties is organized or maintains its principal place of business, and such other searches that are required by the Supply and Offtake Perfection Certificate with respect to any of the Transaction Parties or that MLC deems necessary or appropriate, none of which encumber, or reflect a Lien on, the Collateral covered or intended to be covered by the Supply and Offtake Security Documents (other than, solely in respect of the Supply and Offtake Security Agreement Collateral, Permitted Liens on such Collateral or any other Liens acceptable to MLC);

(iii) with respect to each Transaction Party, evidence acceptable to MLC of payment or arrangements for payment of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Supply and Offtake Security Documents, if any; and

(iv) with respect to each Transaction Party, a Supply and Offtake Perfection Certificate, reflecting all Collateral pledged as of the Effective Date.

(g) Real Property Requirements. PESRM shall have delivered or caused to be delivered the following: (i) an amended and restated Mortgage, in form and substance reasonably acceptable to MLC (the “Amended and Restated Mortgage”), duly executed by PESRM and in proper form for recording in the real estate records of the county in which the applicable Mortgaged Property is located (the “Recording Office”); (ii) UCC-3 financing statements and other termination documentation relating to the Existing Mortgage as may be reasonably requested by MLC; (iii) an endorsement to the mortgagee’s policy of title insurance (the “Mortgage Policy”), dated as of the Effective Date, insuring the assignment of the Existing Mortgage and the Amended and Restated Mortgage, and insuring MLC as the mortgagee of record as of the Effective Date, which endorsement shall reveal no liens or encumbrances other than Permitted Liens or other liens or encumbrances otherwise acceptable to MLC and shall otherwise be in form and substance reasonably acceptable to MLC and as is customarily issued in the Commonwealth of Pennsylvania by the Title Company; (iv) all affidavits and other documentation executed by JPMVEC, PESRM or MLC as reasonably requested by the Title Company in order for the Title Company to issue the title endorsement as described in the immediately preceding clause (iii); and (v) all other documentation reasonably necessary or advisable to effect the actions contemplated by this Section 2.02(g).

(h) Anti-Terrorism Laws. MLC shall have timely received the information required under Section 10.17.

(i) [Reserved]

(j) Products Sales Agreement. The purchase and sale of the Products (as defined in the Products Sales Agreement) shall have been consummated prior to or substantially concurrently with the entry into this Agreement pursuant to terms of the Products Sales Agreement.

(k) Material Approvals. All material Governmental Authority and, except as set forth on Schedule 2.02(k), all material third-party licenses, registrations, permits, consents and approvals necessary in connection with this Agreement, the PESRM Transaction Documents and the PESIC-PESRM ISDA Master Agreement and the transactions hereunder and thereunder shall have been obtained (without the imposition of any conditions that would materially impair the rights, or materially increase the liabilities or obligations, of MLC, without its prior consent (such consent not to be unreasonably withheld or delayed)) and no Applicable Laws are

then in effect that materially and adversely restrain or prevent this Agreement, the PESRM Transaction Documents and the PESIC-PESRM ISDA Master Agreement and the transactions hereunder and thereunder or impose conditions that materially impair the rights, or materially increase the liabilities or obligations, of MLC, without the prior consent of MLC (such consent not to be unreasonably withheld or delayed).

(l) Outstanding Indebtedness. After giving effect to this Agreement, the Effective Date PESRM Transaction Documents and the PESIC-PESRM ISDA Master Agreement and the transactions hereunder and thereunder, the Transaction Parties shall have no outstanding Indebtedness or preferred stock other than (i) the Obligations and obligations related to all PESIC-PESRM Secured Prepay Transactions, (ii) to the extent constituting Indebtedness, (x) Permitted Specified Transactions, and (y) obligations under the Senior Secured Credit Facility Documents, and (iii) other Indebtedness permitted by Section 11.01.

(m) Insurance Requirements. MLC shall have received evidence reasonably satisfactory to it that PESRM has satisfied the Insurance Requirements, including receipt by MLC of insurance certificates, in form and substance acceptable to MLC, listing MLC as loss payee thereon and as an additional insured with respect to the applicable insurance policies maintained by PESRM in accordance with the Insurance Requirements.

(n) Effective Date Infrastructure. None of the Refinery (including the Tanks, pipelines, racks, vessels, railroads, terminals and docks associated therewith), any other PESRM Infrastructure, any Sunoco PMT Infrastructure, any Sunoco Pipeline Infrastructure or any Other Third Party Infrastructure (collectively, the “Effective Date Infrastructure”) shall have been affected by loss or damage (whether or not covered by insurance) that reasonably would be expected to prevent PESRM from receiving and/or storing Crude Oil at the Effective Date Infrastructure, transporting Crude Oil to, within, among or from the Effective Date Infrastructure, delivering Crude Oil at the CO Delivery Point, receiving delivery of Refined Products at the RP Delivery Point, receiving and/or storing Refined Products at the Effective Date Infrastructure, transporting Refined Products to, within, among or from the Effective Date Infrastructure, or delivering Refined Products to any Product Purchaser Delivery Point, except to the extent that such damage can be remedied within 30 days and PESRM commits to make such repairs, in each case, in a manner and on terms reasonably satisfactory to MLC.

(o) Effective Date Material Adverse Effect. Since December 31, 2013, no event, development, circumstance or other matter affecting PESRM, the Refinery or any other Effective Date Infrastructure or the transactions contemplated under this Agreement, the other PESRM Transaction Documents or the PESIC-PESRM ISDA Master Agreement has occurred which has had or would reasonably be expected to result in a Material Adverse Effect.

(p) Representations and Warranties. Each of the representations set forth in Article VIII 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 as so qualified) on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(q) [Reserved].

(r) Officers’ Certificate. MLC shall have received a certificate, dated the Effective Date and signed by the chief executive officer and the chief financial officer of PESRM, confirming compliance with the conditions precedent set forth in this Section 2.02.

(s) Senior Secured Credit Facility. Copies of the duly executed Senior Secured Credit Facility Documents shall have been delivered to MLC in form and substance reasonably satisfactory to MLC and shall be in full force and effect save for any conditions expressly related to the occurrence of the Effective Date hereunder.

(t) Intercreditor Agreements. There shall have been delivered to MLC, with respect to each Transaction Party and each other Person party thereto, an executed counterpart of each of (i) an amendment to Exhibit A of the Term-ABL Intercreditor Agreement and (ii) an amendment to Exhibit A of the Intercreditor Agreement, in each case in form and substance satisfactory to MLC.

(u) PESIC Transactions. PESRM shall have entered into the PESIC-PESRM ISDA Master Agreement, in form and substance satisfactory to MLC.

Section 2.03 MLC Conditions to the Effective Date. PESRM’s obligations hereunder shall be subject to the satisfaction by MLC or waiver by PESRM of the following condition:

(a) Opinion of Counsel. PESRM shall have received a favorable written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for MLC, (i) dated the Effective Date, (ii) addressed to PESRM and (iii) covering the matters reasonably requested by PESRM.

ARTICLE III.

PURCHASE, SALE AND DELIVERY OF
CRUDE OIL

Section 3.01 Supply by MLC of Crude Oil Requirements. From and after the Effective Date, MLC agrees to supply, sell and deliver to PESRM, and PESRM agrees to purchase and take delivery of, all of the Crude Oil requirements of the Refinery upon the terms and conditions set forth herein and MLC shall be the exclusive supplier of Crude Oil to the Refinery with respect to the requirements of the Refinery during the term; provided that, the foregoing shall not

be construed to prevent or limit any PESRM-MLC CO Secured Prepay Transactions otherwise entered into in accordance with the terms hereof or any other transaction permitted to be entered by PESRM pursuant to Section 3.09(c). MLC shall sell the Crude Oil to PESRM at the CO Delivery Point in such volumes as PESRM may require for processing at the Refinery, subject to the provisions of Section 3.02. MLC shall not be required to enter into any CO Supply Contract or PESRM-MLC CO Secured Prepay Transaction if, immediately after entering into such CO Supply Contract or PESRM-MLC CO Secured Prepay Transaction, the types and grades, and the aggregate volume of Crude Oil under all then-outstanding CO Supply Contracts and PESRM-MLC CO Secured Prepay Transactions would vary from the types and grades or exceed the reasonable volume expectations of the Crude Oil requirements for the Refinery for all months covered by such contracts, taking into account the refining capacity of the Refinery, the available capacity of the Basic Infrastructure and anticipated delivery dates of Crude Oil , but not taking into account any limitations imposed on any of the foregoing by any exercise by MLC of its rights under Sections 3.09(e) and 6.25.

Section 3.02 Conditions to Crude Oil Supply Obligation. Notwithstanding any other provision of this Article III, all of MLC’s obligations under this Article III are subject to (a) PESRM’s compliance with the Sourcing Protocols as set forth in Section 3.09, (b) the ability of third party suppliers of Crude Oil to MLC to meet MLC’s Credit Requirements, (c) the availability of Crude Oil supply in the market of the types and grades, and in the volumes, specified by PESRM in the applicable PESRM Buy Requests, and (d) no related Applicable Condition having occurred.

Section 3.03 [Reserved].

Section 3.04 Crude Oil Initial Sales. MLC and PESRM agree that, notwithstanding anything in this Agreement to the contrary (i) MLC shall sell and deliver to PESRM, and PESRM shall purchase and receive from MLC, at the CO Delivery Point all of the types, grades and volumes of Crude Oil included in the In-Storage Inventory and acquired by MLC pursuant to any New MLC Transactions and (ii) each of the Inventory Sales Agreement and any New MLC Transactions for Crude Oil and the Assigned CO Contracts are hereby designated as CO Supply Contracts in respect of all Crude Oil purchased and to be purchased under such agreements, confirmations and contracts.

Section 3.05 Daily Actual Production Books.

(a) At or before 1:00 p.m. ET of each Business Day during the Term commencing on the first Business Day following the Effective Date, PESRM shall provide MLC with a Daily Actual Production Book for each Day of the Term prior to such Business Day for which no Daily Actual Production Book has previously been provided to MLC, subject, in each case, to the Business Day Convention (each, a “Relevant Day”).

(b) MLC shall, in its reasonable discretion, determine the types, grades and volumes of Hydrocarbons that were delivered to each applicable delivery point, and purchased and sold, on any Day pursuant to this Agreement, any PESRM Transactions, any CO Supply Contracts, any PESRM-MLC Secured Prepay

Transactions, any RP Sales Contracts and/or any Cover Transactions, as applicable, (i) by reference to the data and information contained in the Daily Actual Production Book in respect of such Day, or (ii) if no Daily Actual Production Book is timely delivered in respect of such Day (or if any such book is incomplete), MLC shall use the most recent delivered Daily Actual Production Book to determine a deemed amount of Hydrocarbon inventories (in each case, by type, grade and volume) located at On-Premise Infrastructure on such Day (a “MLC Deemed Daily Production”). Any Hydrocarbon inventory differences (in each case, by type, grade and/or volume) between the MLC Deemed Daily Production utilized by MLC for such Day and the Daily Actual Production Book reflecting actual Hydrocarbon inventories for such Day shall be treated and accounted for as Volumetric Gains and Losses.

Section 3.06 Financial Report. At or before 8:00 p.m. ET of each Business Day during the Term commencing on the first Business Day following the Effective Date, MLC shall provide PESRM with a Financial Report for each Day of the Term prior to such Business Day for which no Financial Report has previously been provided to MLC, subject, in each case, to the Business Day Convention.

Section 3.07 [Reserved].

Section 3.08 Certain Additional MLC Reports.

(a) On each Business Day during the Term commencing on the first Business Day following the Effective Date, MLC shall make commercially reasonable efforts to provide PESRM with a Daily Trades Done To Date Report, a Daily Raw Invoice Report, a Provisional FIFO Queue Report and a Daily Sales Report for each Day of the Term prior to such Business Day for which no Daily Trades Done To Date Report, Daily Raw Invoice Report, Provisional FIFO Queue Report and/or Daily Sales Report, as applicable, has previously been provided by MLC (and on the first Business Day following the Effective Date, for the Effective Date), subject, in each case, to the Business Day Convention.

(b) On each Monthly True-Up Date MLC shall make commercially reasonable efforts to provide PESRM with a Monthly CO FIFO Report for the calendar month immediately prior to the calendar month in which such Monthly CO FIFO Report is to be delivered.

Section 3.09 Crude Oil Sourcing Protocols. PESRM and MLC shall mutually agree on all of the Principal CO Terms applicable to the Crude Oil to be purchased or provided by MLC under this Agreement and all CO Transactions in accordance with the protocols set forth below (the “Sourcing Protocols”).

(a) During the Term, PESRM shall identify opportunities to acquire Crude Oil from suppliers (each, a “Counterparty”) of the types and grades, and in the volumes, necessary to satisfy such requirements and shall promptly notify MLC of such opportunities. Notwithstanding the foregoing, except as otherwise mutually

agreed, MLC shall have no obligation to enter into any CO Supply Contract that would provide for delivery of Crude Oil, to the Refinery or the other Basic Infrastructure, as applicable, more than sixty (60) days after the date of entry into such contract. MLC may, but is not required to, identify opportunities to acquire Crude Oil from one or more potential Counterparties or to supply Crude Oil from MLC’s own resources (in which case, MLC would be the potential Counterparty) and may notify PESRM of any such opportunities. From time to time, subject to the requirements set forth in this Agreement, PESRM may be a Counterparty to one or more CO Supply Contracts for the purchase of certain Crude Oil, provided that, in connection with any such CO Supply Contract with PESRM as a Counterparty, MLC may, using its commercially reasonable discretion, require that the payment terms in such CO Supply Contract provide for payment on a shorter timeframe than that agreed between PESRM and the applicable third party Crude Oil supplier (any such arrangement, including PESRM’s arrangement with a third party Crude Oil supplier, a “CO Payable Monetization Transaction”); provided, further, that, for the avoidance of doubt, nothing in this Section 3.09(a) shall be construed so as to excuse PESRM from at all times during the Term complying with Sections 8.21, 10.17 and 11.14.

(b) PESRM may negotiate directly with potential Counterparties in respect of any or all of the Principal CO Terms that, subject to MLC’s agreement, will be applicable to MLC’s purchases of Crude Oil. From time to time, PESRM shall present MLC with a request by email, substantially in the form of Schedule 3.09(b) (each, a “PESRM Buy Request”), that MLC purchase Crude Oil from one or more potential Counterparties, and on such Principal CO Terms, as are identified in such request. PESRM shall not be permitted to revoke any PESRM Buy Request unless PESRM notifies MLC of such revocation in writing and MLC confirms such revocation in writing, in each case, prior to the date and time at which MLC enters into any CO Supply Contract covered by such request. To the extent that email or other electronic means of communication is not available at any time to permit delivery of communications pursuant to this clause (b) by email, PESRM shall deliver all communications pursuant to this clause (b) to MLC through its Designated Sales Representative by telephone.

(c) Upon receipt of any PESRM Buy Request, MLC shall make good faith efforts, subject to MLC’s Credit Requirements, to enter into a contract to purchase Crude Oil , from each potential Counterparty identified in such request (each, a “CO Supply Contract”). All of the terms of each CO Supply Contract (including the Principal CO Terms) must be reasonably acceptable to MLC. In the negotiation of CO Supply Contracts, MLC shall use commercially reasonable efforts to obtain the agreement of the proposed Counterparties to the use of such General Terms and Conditions and other terms as may be reasonably requested by PESRM and acceptable to MLC; provided, that (i) MLC may, but shall not be obligated to, enter into any CO Supply Contract if doing so would require MLC to agree to General Terms and Conditions other than Approved Terms and Conditions, and MLC shall have no liability in the event that any Counterparties do not agree to such General Terms and Conditions or other terms and (ii) the failure of

Counterparties to agree to General Terms and Conditions or such other terms requested by PESRM shall have no impact on MLC’s rights or PESRM’s obligations under this Agreement, including PESRM’s indemnity obligations under this Agreement. MLC shall indicate to PESRM in writing whether MLC intends to enter into a CO Supply Contract with respect to such PESRM Buy Request (i) with respect to any Counterparty with which MLC has previously entered into transactions pursuant to this Agreement, not later than two (2) Business Days after delivery to MLC of any PESRM Buy Request and (ii) with respect to any Counterparty with which MLC has not previously entered into transactions pursuant to this Agreement, not later than five (5) Business Days after delivery to MLC of any PESRM Buy Request, which response may specify that a longer period may be required by MLC to ensure satisfaction of any requirements set forth in this Agreement with respect to on-boarding of such Counterparty and any information which MLC requires and has not yet obtained (or obtained access to) to complete such on-boarding. To the extent MLC elects not to enter into a CO Supply Contract with respect to such PESRM Buy Request for any reason (including, without limitation, if a Counterparty has not yet been on-boarded by MLC), notwithstanding anything to the contrary in this Agreement, PESRM shall be permitted to enter into the arrangement set forth in such PESRM Buy Request directly with the applicable Counterparties; provided that if any such Counterparty has previously commenced the on-boarding process with MLC and has not been on-boarded by MLC due to failure to satisfy or comply with MLC’s then current “Know Your Customer” procedures (applied equally across all similarly situated counterparties) (including any reasonable requests for information from such Counterparty in connection therewith), such Counterparty shall be acceptable to MLC in its sole discretion; provided, further, that (x) concurrently with entry into this arrangement, PESRM enters into a back-to-back CO Supply Contract with MLC on the same terms set forth in such PESRM Buy Request (a “PESRM/MLC CO Supply Contract”), (y) the terms of such PESRM/MLC CO Supply Contract (1) include payment terms that match the payment terms obtained by PESRM in the associated arrangement and (2) are reasonably acceptable to MLC and (z) for all purposes of this Agreement, such PESRM/MLC CO Supply Contract is deemed to constitute a “CO Supply Contract”.

MLC shall not be required to enter into any CO Supply Contract with any Counterparty or PESRM, as applicable, that (aa) does not satisfy MLC’s Credit Requirements, (bb) would impose any Liability under any Environmental Law on MLC that MLC, in its sole discretion, is not willing to accept, (cc) would require MLC to purchase any Crude Oil for delivery by rail, truck or Vessel (except as may be approved by MLC in its sole discretion) on any basis other than a delivered basis at the Refinery, except in connection with an associated PESRM-MLC CO Secured Prepay Transaction, (dd) would require the use of Required Infrastructure that is or could reasonably be expected to be unavailable, (ii) would require MLC to take any delivery of Crude Oil on any date following the end of the Term, (ff) at the time of entry into such transaction, would require MLC to

make a prepayment, provide cash collateral and/or or provide a letter of credit for which the issuing bank would require collateral from MLC (as determined by MLC in its sole discretion), before the delivery to MLC of the Crude Oil subject to such contract (unless PESRM agrees to pay, and does pay, MLC the Prepayment Amount for such CO Supply Contract prior to MLC’s entry into such contract), (gg) subject to the conditions set forth in Section 3.19, which would require it to act as “first purchaser” of Crude Oil in a jurisdiction for which MLC (x) lacks any applicable Governmental Approval or (y) has not yet put in place such operational and/or compliance policies, procedures, systems and/or personnel related to such jurisdiction as are necessary or appropriate in connection with MLC’s compliance with the First Purchaser Requirements, or (hh) would require MLC to incur any First Purchaser Compliance Costs or (ii) uses a Vessel which has not been approved by each of MLC (acting in its sole discretion) and the terminal receiving such Vessel. MLC shall use good faith efforts to approve a Vessel within one (1) Business Day of receiving a request therefor from PESRM. In addition to any of the foregoing limitations, MLC shall not be required to enter into any CO Supply Contract if there is a breach or default under any PESIC-PESRM Secured Prepay Transactions or MLC-PESIC Secured Prepay Transactions or if MLC determines, in its reasonable discretion, that no MLC-PESIC Secured Prepay Transaction or PESIC-PESRM Secured Prepay Transaction can be booked in order to ensure that MLC can perform its obligations under such CO Supply Contract.

In the event one or more of the Principal CO Terms that MLC negotiates with a potential Counterparty to a CO Supply Contract are inconsistent with those of the related PESRM Buy Request, MLC shall ask PESRM to re-confirm the PESRM Buy Request in respect of such contract and will not enter into any such contract unless PESRM so re-confirms such PESRM Buy Request. In the event that, after such reconfirmation (or in the event PESRM fails to provide such reconfirmation), the Principal CO Terms that MLC negotiates with the potential Counterparty to the CO Supply Contract remain inconsistent with the terms of the related PESRM Buy Request, MLC shall be under no obligation to enter into any such CO Supply Contract (it being understood that nothing in the foregoing shall be construed as preventing PESRM from submitting a new PESRM Buy Request in accordance with the terms hereof). Any such request, and the related re-confirmation, may be provided by email.

In the event that the terms of any trade confirmation proposed by a Counterparty in connection with any CO Supply Contract differ from the Principal CO Terms that are proposed in the related PESRM Buy Request, MLC shall attempt to resolve such differences with the applicable Counterparty. In the event MLC is unable to resolve such differences, MLC will so notify PESRM. PESRM shall promptly (and in any event within two (2) Business Days of MLC’s notification thereof) notify MLC whether PESRM objects to such different term. If PESRM does not respond within such period or if it accepts such term(s), MLC will accept such terms. In the event that PESRM rejects such term(s), MLC shall use commercially reasonable efforts to negotiate with the applicable Counterparty to

revise such term(s) in a matter that is mutually acceptable to PESRM and MLC; So long as the Principal CO Terms proposed by PESRM to MLC with respect to such transaction are the same terms as those proposed by MLC to such Counterparty, either initially or in subsequent negotiations, with respect to such transaction, PESRM shall be deemed to be bound by any terms and conditions of the resulting transaction, which terms shall constitute part of such CO Supply Contract.

In the event that the terms of any trade confirmation proposed by a Counterparty in connection with any CO Supply Contract, other than the Principal CO Terms, are different from the form of MLC trade confirmation attached hereto as Schedule 3.09(c), MLC shall notify PESRM of such differences. PESRM shall notify MLC whether it accepts or rejects each such different terms within two (2) Business Days of MLC’s notification thereof. In the event that PESRM does not respond to MLC’s notification within the timeframe set forth in the foregoing sentence or accepts such terms, PESRM shall be deemed to have accepted all such terms of the applicable confirmation. In the event PESRM objects to any such different term within the two (2) Business Day timeframe set forth above in this paragraph, MLC shall use commercially reasonable efforts to negotiate with the applicable Counterparty to revise such different terms in a matter that is mutually acceptable to PESRM and MLC. So long as the terms other than the Principal CO Terms proposed by PESRM to MLC with respect to such transaction are the same terms as those proposed by MLC to such Counterparty, either initially or in subsequent negotiations, with respect to such transaction, PESRM shall be deemed to be bound by any terms and conditions of the resulting transaction, which terms shall constitute part of such CO Supply Contract. Any such terms that are accepted or deemed accepted shall be binding, as between PESRM and MLC. Notwithstanding anything to the contrary in this Section 3.09(c), in no event shall MLC be required to accept terms provided in any trade confirmation that would otherwise not meet the requirements for CO Supply Contracts to be entered into pursuant to this Agreement.

(d) If after MLC enters into any CO Supply Contract, the Counterparty to such contract at any time demands that MLC make a prepayment, provide cash collateral and/or a letter of credit for which the issuing bank would require collateral from MLC (as determined by MLC in its sole discretion), MLC shall notify PESRM of its receipt of any such demand and shall include the related Prepayment Amount in an Invoice, as applicable, no fewer than two (2) Business Days from the date on which MLC provides such notice, and such notice shall specify (i) the date (the “Counterparty Payment Date”) on or before which MLC will be required to provide such Counterparty with the demanded prepayment, cash collateral or letter of credit, as applicable, and (ii) the amount of the related Prepayment Amount. If PESRM does not pay an amount equal to the related Prepayment Amount to MLC on or before the related Counterparty Payment Date as provided in the foregoing sentence, (1) PESRM shall be responsible for any and all funding costs (the “Section 3.09(d) Funding Costs”) that MLC incurs in providing the relevant Counterparty with the demanded prepayment, cash

collateral or letter of credit, as applicable, for the period from (and including) the date on which MLC first incurs such funding costs to (but excluding) the date that otherwise would be the regular payment date under the relevant CO Supply Contract, (2) MLC shall have the right, in its discretion, to elect to not provide the relevant Counterparty with the demanded prepayment, cash collateral or letter of credit, as applicable and (3) if MLC elects to not provide the demanded prepayment, cash collateral or letter of credit, as applicable, MLC shall promptly notify PESRM. If PESRM fails to pay the full amount due from it under the Invoice that includes any related Prepayment Amount on or before the date such payment is due, such failure shall constitute, and be referred to herein as, a “PESRM Prepayment Amount Failure”. If any such PESRM Prepayment Amount Failure is not remedied within two (2) Business Days after notice of such failure is given to PESRM, MLC shall have the right, in its sole discretion, by written notice to PESRM, immediately (x) to terminate its obligation to enter into new CO Supply Contracts effective on the thirtieth (30th) day following the related Counterparty Payment Date, and/or (y) to terminate this Agreement in the manner provided for in Section 6.02 as if the Term Expiration Date (as such term is used in Section 6.02) had occurred on the thirtieth (30th) day following the related Counterparty Payment Date.

(e) MLC shall be the sole owner of, and have the sole dominion and control over, all CO Supply Contracts, including having the exclusive right to amend, restate, supplement, novate, assign, sell, terminate, cancel or otherwise dispose of any such CO Supply Contract in its discretion; provided, that no such action shall affect MLC’s obligations under this Agreement.

(f) All statements and representations made by PESRM’s advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers and representatives in connection with proposed and actual CO Supply Contracts shall be made on behalf of PESRM in its own capacity, and PESRM is not authorized to act as agent for or to bind MLC in connection with the negotiation or execution of any CO Supply Contracts or , nor to make any representations to any Counterparty on behalf of MLC. Unless expressly authorized by MLC in writing, any advice, recommendations, warranties or representations made to any Counterparty by PESRM shall be the sole and exclusive responsibility of PESRM, and MLC shall not be liable for any errors, omissions or misinformation that PESRM or its advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers or representatives provide to any counterparty, unless such error, omission or misinformation is included in such express MLC authorization.

(g) Any excused or unexcused failure by a Counterparty under a CO Supply Contract (other than MLC or any of its Affiliates) to fully and timely perform or otherwise satisfy any of its obligations under such contract (each, a “CO Supply Contract Event”) shall excuse any corresponding failure by MLC to fully and timely perform or otherwise satisfy its obligations under the CO Transaction or any PESRM-MLC Secured Prepay Transaction, unless any such CO Supply Contract

Event is due to or arises out of (i) the bankruptcy or insolvency of such supplier (other than PESRM, or any of its Affiliates) or (ii) any MLC Event.

Section 3.10 CO Transactions. During the Term, MLC shall sell to PESRM and PESRM shall purchase and take delivery from MLC all of the MLC Crude Oil Purchase at the CO Delivery Point, measured for each Day during the Term as the amount of Crude Oil of which PESRM takes delivery on such Day according to the Daily Actual Production Book (each such Day’s purchase, a “CO Transaction”), and which shall be priced by reference to Schedule 5(a).

Section 3.11 Daily Trades Done To Date Report. At or before 4:00 p.m. ET on each Business Day during the Term commencing on the first Business Day following the Effective Date, MLC shall provide PESRM with a Daily Trades Done To Date Report for each Day of the Term prior to such Business Day for which no Daily Trades Done To Date Report has previously been provided to PESRM. Unless otherwise agreed in writing by MLC and PESRM, as promptly as practicable, but in no event later than 4:00 p.m. ET on the first (1st) Business Day following PESRM’s receipt of any Daily Trades Done To Date Report, PESRM shall advise MLC of PESRM’s objection to any differences between such Daily Trades Done To Date Report and the immediately preceding Daily Trades Done To Date Report received by PESRM (provided, that any such objection must be based on the grounds that the terms set forth in the relevant Daily Trades Done To Date Report are inconsistent with those of the related PESRM Buy Request, PESRM Sales Request or Cover Request, as applicable, and must be stated in writing and in reasonable detail), failing which PESRM shall be deemed to have accepted and agreed that such Daily Trades Done To Date Report accurately sets forth the principal economic terms of all CO Supply Contracts, CO Transactions, RP Transactions, RP Sales Contracts, Cover Transactions and MLC-PESIC Secured Prepay Transactions as of the Day(s) covered by such Daily Trades Done To Date Report. MLC and PESRM agree that each Daily Trades Done To Date Report shall constitute the written confirmation of each CO Transaction, RP Transaction and Cover Transaction entered into (or deemed to be entered into) by MLC and PESRM on the Day(s) covered by such Daily Trades Done To Date Report.

Section 3.12 Crude Oil Title and Risk of Loss. Title and risk of loss with respect to the Crude Oil subject to each CO Supply Contract or Prepay Transaction shall pass to MLC when it receives delivery of such products.

Section 3.13 Crude Oil Good and Marketable Title. MLC represents and warrants that, on delivery of any Crude Oil to PESIC or PESRM in accordance with Section 3.12 (as applicable), good and marketable title to such Crude Oil shall pass to PESIC or PESRM (as applicable) on such delivery, free and clear of all Liens and encumbrances (except for security interests of MLC provided for in the PESRM Transaction Documents and security interests of PESIC provided for in the PESIC-PESRM Secured Prepay Transaction documents).

Section 3.14 CRUDE OIL NO WARRANTY OF MERCHANTABILITY. WITH RESPECT TO CO SUPPLY CONTRACTS AND PESRM-MLC CO SECURED PREPAY TRANSACTIONS, PESRM AGREES THAT (A) IT SHALL TAKE DELIVERY OF SUCH CRUDE OIL “AS IS, WHERE IS” AND “WITH ALL FAULTS”, AND (B) MLC MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES ARE DISCLAIMED.

Section 3.15 Crude Oil Payment Responsibility and Invoicing.

(a) MLC shall be responsible for paying invoices with respect to CO Supply Contracts, Prepay Transactions relating to Crude Oil and all related CO Transportation and Other Costs (it being understood and agreed that PESRM shall be directly responsible for any and all costs, including, costs relating to demurrage, incurred in connection with the transportation, delivery and receipt of Hydrocarbons pursuant to any PESRM-MLC Secured Prepay Transaction), which CO Transportation and Other Costs shall be included in the payments due under this Agreement, as provided for in Article V. Upon request, MLC shall promptly provide PESRM with copies of Counterparty and third party invoices, which may be redacted as deemed necessary by MLC in accordance with its policies and procedures; provided that, in no event shall MLC be required to provided PESRM with copies of greater than twenty-five (25) Counterparty or third party invoices in any calendar quarter. All refunds or adjustments of any type received by MLC related to the CO Transportation and Other Costs shall be for the account of PESRM and shall be reflected in an Invoice and/or Monthly True-Up Invoice, as applicable.

(b) CO Transportation and Other Costs may not be invoiced by MLC to PESRM until MLC itself is invoiced, which for this purpose shall include a pro forma invoice, for such costs.

Section 3.16 Daily Actual Production Book; Further Assurances in Respect of On-Premise Infrastructure. When (a) any infrastructure assets comprised of Affiliate Transferee Assets owned by an Affiliate Transferee are added to Other Third Party Infrastructure in accordance with the definition thereof and/or (b) any Affiliate Transferee Assets are leased by a Transaction Party to an Affiliate Transferee, the form of the Daily Actual Production Book will be amended by the parties hereto to include such Affiliate Transferee Assets. In addition, if reasonably requested by MLC, with respect to any On-Premise Infrastructure comprised of Affiliate Transferee Assets, PESRM hereby agrees to provide, or cause to be provided, to MLC data and information concerning any such Affiliate Transferee Assets that is comparable to the data and information that MLC receives, as of the Effective Date, concerning other comparable, existing On-Premise Infrastructure.

Section 3.17 PESRM-MLC CO Secured Prepay Transactions; International Transactions.

(a) [Reserved].

(b) CO Supply Contract; PESRM-MLC CO Secured Prepay Transaction. Notwithstanding anything to the contrary herein or in any other PESRM Transaction Document, neither MLC nor PESRM shall enter into any PESRM-MLC CO Secured Prepay Transaction without first (or concurrently with the entry into such PESRM-MLC CO Secured Prepay Transaction) entering into a CO Supply Contract with respect to the Crude Oil that is the subject of such PESRM-MLC CO Secured Prepay Transaction.

(c) International Transactions. The Parties shall not enter into, and MLC shall not be required to enter into, any PESRM-MLC CO Secured Prepay Transaction (or equivalent transaction with a third party) or CO Supply Contract in which:

(i) the loading terminal and/or delivery location is located in any jurisdiction that is outside of the United States, or

(ii) Crude Oil is otherwise transported through any jurisdiction outside of the United States, until and unless all filings and other arrangements have been made in such jurisdiction which are, in MLC’s commercially reasonable discretion, necessary or appropriate with respect to (x) MLC’s Lien on the Crude Oil subject to such PESRM-MLC CO Secured Prepay Transaction (or equivalent transaction with a third party) or CO Supply Contract and (y) Applicable Law (including obtaining any applicable permits), or

(iii) a vessel is used which has not been approved by both MLC (acting in its sole discretion) and the terminal receiving such vessel. MLC shall make good faith efforts to promptly approve such vessel.

Section 3.18 [Reserved].

Section 3.19 First Purchaser Requirements.

(a) PESRM shall, on or before the Effective Date, provide to MLC a prioritized list of the United States jurisdictions in which PESRM anticipates requesting that MLC act as “first purchaser” of Product pursuant to CO Supply Contracts or PESRM-MLC CO Secured Prepay Transactions (such list being attached hereto as Schedule 3.19, it being understood that subsequent revisions to this list by PESRM shall not require an amendment to this Agreement).

(b) MLC shall, promptly following the Effective Date, and promptly following the addition of any United States jurisdiction to Schedule 3.19, use commercially reasonable efforts to, with respect to each United States jurisdiction set forth on such list and in the priority order indicated thereon:

(i) diligence such US jurisdiction’s Applicable Law with respect to the laws, rules and regulations applicable to “first purchasers” of Product (such laws, rules and regulations, “First Purchaser Requirements”);

(ii) obtain all Governmental Approvals relating to such United States jurisdiction as are necessary or appropriate in order for MLC to act as a “first purchaser” of Product in connection with this Agreement and the other PESRM Transaction Documents, any PESRM-MLC CO Secured Prepay Transactions and any CO Supply Contracts; and

(iii) put in place such operational and/or compliance policies, procedures, systems and/or personnel related to such United States jurisdiction as are

necessary or appropriate in connection with MLC’s compliance with the First Purchaser Requirements.

Prior to incurring any costs in connection with Section 3.19(b), MLC shall provide an estimate of such costs to PESRM for approval. Upon receipt of approval of such estimate from PESRM, MLC shall undertake the activities set forth in such estimate. PESRM shall reimburse MLC for all approved costs and expenses incurred by MLC in connection with the First Purchaser Requirements, including conducting diligence, obtaining Governmental Approvals, etc., in accordance with Article V. Notwithstanding the above, PESRM acknowledges and agrees that MLC cannot make any assurances of being able to actually satisfy and implement all requirements under this Section 3.19(b) with respect to First Purchaser Requirements for any particular jurisdiction requested.

ARTICLE IV.

PURCHASE, SALE AND DELIVERY OF
REFINED PRODUCTS

Section 4.01 Supply by PESRM of Refined Products Produced by the Refinery. From and after the Effective Date, PESRM agrees to supply, sell and deliver to MLC, and MLC agrees to purchase and take delivery of, all of the Refined Products processed by the Refinery upon the terms and conditions set forth herein and MLC shall be the exclusive purchaser of Refined Products produced by the Refinery during the Term; provided that, the foregoing shall not be construed to prevent or limit any PESRM-MLC RP Secured Prepay Transactions otherwise entered into in accordance with the terms hereof or any transaction permitted to be entered by PESRM pursuant to Section 4.09(c).

Section 4.02 Conditions to Refined Product Purchase Obligation. Notwithstanding any other provision of this Article IV, all of MLC’s obligations under this Article IV are subject to (a) PESRM’s compliance with the Sales Protocols as set forth in Section 4.09, (b) the ability of third party purchasers of Refined Products from MLC to meet MLC’s Credit Requirements, and (c) no related Applicable Condition having occurred.

Section 4.03 Reserved.

Section 4.04 Third Party Reports.

(a) At or before 4:00 p.m. ET of each Business Day during the Term, commencing on the first Business Day following the Effective Date, PESRM shall use commercially reasonable efforts to cause Third Party Infrastructure owners to provide to MLC any and all inventory, receipt, delivery and sales reports (and the SXL Report) prepared by such owners, identifying the Hydrocarbons owned by MLC or which are part of the MLC Separate Assets and Collateral in such Third Party Infrastructure, which reports with respect to sales of Refined Products at Racks owned by PPC and SXL shall be substantially in the form of Schedule

4.04(a)(i) and Schedule 4.04(a)(ii), respectively; provided that if any such reports are not delivered at or before 4:00 p.m. ET on any such Business Day, MLC shall, in its reasonable discretion, estimate any such deliveries and sales to Third Parties on such Day based on any such reports delivered on the prior Day, provided further that in no event shall any estimate determined pursuant to this proviso apply to any period longer than one Day.

(b) MLC shall, in its reasonable discretion, determine the types, grades and volumes of Refined Products that were delivered to each applicable delivery point, and purchased and sold, on any Day pursuant to this Agreement, any PESRM Transactions, any CO Supply Contracts, any RP Sales Contracts and/or any Cover Transactions, as applicable.

Section 4.05 RP Transactions and Certain RP Sales Contracts.

(a) On each Day during the Term, PESRM shall sell to MLC and MLC shall purchase from PESRM all Refined Products produced by PESRM at the Refinery (other than butane, Refined Products subject to Section 4.13 and, for the avoidance of doubt, Section 12.01(a)(i)(C)) to be delivered to MLC by PESRM at the RP Delivery Point, in each case by type, grade and volume, on each Day as set forth in the Daily Actual Production Book for such Day (each such binding purchase and sale obligation, an “RP Transaction”), with the pricing for each such RP Transaction to be determined by reference to Schedule 5(b).

(b) Each of the Assigned RP Contracts is hereby designated as a RP Sales Contract in respect of all Refined Products sold or to be sold thereunder.

Section 4.06 Refined Product Title. PESRM represents and warrants that, on delivery of any Refined Product to MLC at the RP Delivery Point, good and marketable title to such Refined Product shall pass to MLC on such delivery, free and clear of all Liens and encumbrances (except for security interests of MLC provided for in the PESRM Transaction Documents).

Section 4.07 REFINED PRODUCT - NO WARRANTY OF MERCHANTABILITY. PESRM MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THAT THE REFINED PRODUCTS DELIVERED TO THE RP DELIVERY POINT OR PURSUANT TO ANY PESRM-MLC RP SECURED PREPAY TRANSACTION SHALL CONFORM TO THE APPLICABLE REFINED PRODUCT SPECIFICATIONS, AND ALL APPLICABLE ENVIRONMENTAL REGULATORY SPECIFICATIONS FOR SUCH REFINED PRODUCT OR TO SUCH OTHER SPECIFICATIONS AS ARE FROM TIME TO TIME AGREED UPON BY THE PARTIES.

Section 4.08 [Reserved].

Section 4.09 Refined Product Sales Protocols. PESRM and MLC shall mutually agree on the Principal RP Terms applicable to sales by MLC of Refined Products of the same types, grades and volumes purchased by MLC under this Agreement, the RP Transactions and any PESRM-

MLC RP Secured Prepay Transactions, in each case, in accordance with the protocols set forth below (the “Sales Protocols”).

(a) Commencing with the delivery of the first Oil Flow Report and continuing until RP Sales Contracts concerning all of the Refined Products set forth in such report or any subsequent Oil Flow Report are entered into, PESRM shall identify opportunities to sell Refined Products to purchasers (each, a “Product Purchaser”) of the types and grades, and in the volumes, reflected in the then current Oil Flow Report and shall promptly notify MLC of such opportunities. Notwithstanding the foregoing, except as otherwise mutually agreed by PESRM and MLC, MLC shall have no obligation to enter into any RP Sales Contract or PESRM-MLC RP Secured Prepay Transaction that would provide for delivery of Refined Products, at the Product Purchaser Delivery Point more than sixty (60) days after the date of entry into such contract. MLC may, but is not required to, identify opportunities to sell Refined Products to one or more potential Product Purchasers or to purchase Refined Products for MLC’s own account (in which case, MLC would be the potential Product Purchaser) and may notify PESRM of any such opportunities.

(b) PESRM may negotiate directly with potential Product Purchasers in respect of any or all of the Principal RP Terms that, subject to MLC’s agreement, will be applicable to MLC’s sales of Refined Products to Product Purchasers. From time to time, PESRM shall present MLC with a request by email, substantially in the form of Schedule 3.09(b) (each, a “PESRM Sales Request”) that MLC sell Refined Products to one or more potential Product Purchasers, and on such Principal RP Terms, as are identified in such request. PESRM shall not be permitted to revoke any PESRM Sales Request unless PESRM notifies MLC of such revocation in writing and MLC confirms such revocation in writing, in each case, prior to the date and time at which MLC enters into any RP Sales Contract covered by such request. To the extent that email or other electronic means of communication is not available at any time to permit delivery of communications pursuant to this clause (b) by email, PESRM shall deliver all communications pursuant to this clause (b) to MLC through its Designated Sales Representative by telephone.

(c) Upon receipt of any PESRM Sales Request, MLC shall make good faith efforts, subject to MLC’s Credit Requirements, to enter into a contract to sell Refined Products, to each potential Product Purchaser identified in such request (each such contract, a “RP Sales Contract”). All of the terms of each RP Sales Contract (including the Principal RP Terms) must be reasonably acceptable to MLC. In the negotiation of RP Sales Contracts, MLC shall use commercially reasonable efforts to obtain the agreement of the proposed Product Purchasers to the use of such General Terms and Conditions and other terms as may be reasonably requested by PESRM and acceptable to MLC; provided, that (i) MLC shall have no liability in the event that any Product Purchasers do not agree to such General Terms and Conditions or other terms and (ii) the failure of Product Purchasers to agree to General Terms and Conditions or such other terms requested by PESRM

shall have no impact on MLC’s rights or PESRM’s obligations under this Agreement, including PESRM’s indemnity obligations under this Agreement. MLC shall indicate to PESRM in writing whether MLC intends to enter into a RP Sales Contract with respect to such PESRM Sales Request (i) with respect to any Product Purchaser with which MLC has previously entered into transactions pursuant to this Agreement, not later than two (2) Business Days after delivery to MLC of any PESRM Sales Request and (ii) with respect to any Product Purchaser with which MLC has not previously entered into transactions pursuant to this Agreement, not later than five (5) Business Days after delivery to MLC of any PESRM Sales Request, which response may specify that a longer period may be required by MLC to ensure satisfaction of any requirements set forth in this Agreement with respect to on-boarding of such Product Purchaser and any information which MLC requires and has not yet obtained (or obtained access to) to complete such on-boarding. To the extent MLC elects not to enter into a RP Sales Contract with respect to such PESRM Sales Request for any reason (including, without limitation, if a Product Purchaser has not yet been on-boarded by MLC), notwithstanding anything to the contrary in this Agreement, PESRM shall be permitted to enter into the arrangement set forth in such PESRM Sales Request directly with the applicable Product Purchasers; provided that if any such Product Purchaser has previously commenced the on-boarding process with MLC and has not been on-boarded by MLC due to failure to satisfy or comply with MLC’s then current “Know Your Customer” procedures (applied equally across all similarly situated counterparties) (including any reasonable requests for information from such Product Purchaser in connection therewith), such Product Purchaser shall be acceptable to MLC in its sole discretion; provided, further, that (x) concurrently with entry into this arrangement, PESRM enters into a back-to-back RP Sales Contract with MLC on the same terms set forth in such PESRM Sales Request (“PESRM/MLC RP Sales Contract”), (y) the terms of such PESRM/MLC RP Sales Contract include a payment term requiring PESRM to prepay the RP Sales Contract Prepayment Amount in full prior to any delivery of such Refined Products and (z) for all purposes of this Agreement, such PESRM/MLC RP Sales Contract is deemed to constitute a “RP Sales Contract”.

MLC shall not be required to enter into any RP Sales Contract or PESRM-MLC RP Secured Prepay Transaction with any Product Purchaser or PESRM, as applicable, that (aa) does not satisfy MLC’s Credit Requirements, (bb) will not be priced at or around the time of delivery of the applicable Refined Products to the Product Purchaser, PESRM or MLC, as applicable, by reference to an Applicable Refined Product Index, (cc) would require MLC to deliver any Refined Product at any location other than the Product Purchaser Delivery Point, except in connection with any associated PESRM-MLC RP Secured Prepay Transaction, (dd) that would impose any Liability under any Environmental Law on MLC that MLC, in its sole discretion, is not willing to accept, (ee) would require MLC to make rack sales of Refined Products (A) at the Belmont Truck Rack to any Person other than (1) Sunoco PMT or (2) PESRM or a mutually agreed Product Purchaser and (B) at any Rack other than the Belmont Truck Rack, to any Person other than PESRM or another mutually agreed Product Purchaser, (ff) would

require the use of Required Infrastructure that is or could reasonably be expected to be unavailable, (gg) would require MLC to allocate shortfalls of Refined Products among Product Purchasers on any basis other than in the manner that MLC may see as fit in respect of any such shortfall (provided, that any Product Purchaser’s agreement to allow MLC to allocate shortfalls in any manner that MLC may see as fit shall have no impact on MLC’s rights and PESRM’s obligations under this Agreement, including PESRM’s indemnity obligations under this Agreement), (hh) uses a vessel which has not been approved by both MLC (acting in its sole discretion) and the terminal receiving such vessel, or (ii) would require MLC to make any delivery of Refined Products on any date following the end of the Term. MLC shall use good faith efforts to approve a vessel within one (1) Business Day of receiving a request therefor from PESRM. Rack sales by MLC to PESRM (if any) shall be made pursuant to a separate contract to be mutually agreed that shall not be subject to these Sales Protocols (the “Rack Sales Contract”); provided, that any such contract shall constitute a RP Sales Contract for purposes of this Agreement. In addition to the foregoing limitations, MLC shall not be required to enter into any RP Sales Contract if there is a breach or default under any PESIC-PESRM Secured Prepay Transactions or MLC-PESIC Secured Prepay Transactions or if MLC determines, in its reasonable discretion, that no MLC-PESIC Secured Prepay Transaction or PESIC-PESRM Secured Prepay Transaction can be booked in order to ensure that MLC can perform its obligations under such RP Sales Contract.

In the event one or more of the Principal RP Terms that MLC negotiates with any potential Product Purchaser to a RP Sales Contract are inconsistent with those of the related PESRM Sales Request, MLC shall ask PESRM to re-confirm the PESRM Sales Request in respect of such RP Sales Contract and will not enter into any such RP Sales Contract unless PESRM so re-confirms such PESRM Sales Request. In the event that, after such reconfirmation (or in the event PESRM fails to provide such reconfirmation), the Principal RP Terms that MLC negotiates with the potential Counterparty to the RP Sales Contract remain inconsistent with the terms of the related PESRM Sales Request, MLC shall be under no obligation to enter into any such RP Sales Contract (it being understood that nothing in the foregoing shall be construed as preventing PESRM from submitting a new PESRM Sales Request). Any such request, and the related re-confirmation, may be provided by email.

In the event that the terms of any trade confirmation proposed by a Product Purchaser in connection with any RP Sales Contract differ from the Principal RP Terms that are proposed in the related PESRM Sales Request, MLC shall attempt to resolve such differences with the applicable Counterparty. In the event MLC is unable to resolve such differences, MLC will so notify PESRM. PESRM shall promptly (and in any event within two (2) Business Days of MLC’s notification thereof) notify MLC whether PESRM objects to such different term. If PESRM does not respond within such period or if it accepts such term(s), MLC will accept such terms. In the event that PESRM rejects such term(s), MLC shall use commercially reasonable efforts to negotiate with the applicable Counterparty to

revise such term(s) in a matter that is mutually acceptable to PESRM and MLC. So long as the Principal RP Terms proposed by PESRM to MLC with respect to such transaction are the same terms as those proposed by MLC to such Product Purchaser, either initially or in subsequent negotiations, with respect to such transaction, PESRM shall be deemed to be bound by any terms and conditions of the resulting transaction, which terms shall constitute part of such RP Sales Contract.

In the event that the terms of any trade confirmation proposed by a Counterparty in connection with any RP Sales Contract, other than the Principal RP Terms are different from the form of MLC trade confirmation attached hereto as Schedule 4.09(c), MLC shall notify PESRM of such differences. PESRM shall notify MLC whether it accepts or rejects each such different terms within two (2) Business Days of MLC’s notification thereof. In the event that PESRM does not respond to MLC’s notification within the timeframe set forth in the foregoing sentence or accepts such terms, PESRM shall be deemed to have accepted all such terms of the applicable confirmation. In the event that PESRM objects to any such different term within the two (2) Business Day timeframe set forth above in this paragraph, MLC shall use commercially reasonable efforts to negotiate with the applicable Counterparty to revise such different terms in a matter that is mutually acceptable to PESRM and MLC. So long as the terms other than the Principal RP Terms proposed by PESRM to MLC with respect to such transaction are the same terms as those proposed by MLC to such Product Purchaser, either initially or in subsequent negotiations, with respect to such transaction, PESRM shall be deemed to be bound by any terms and conditions of the resulting transaction, which terms shall constitute part of such RP Sales Contract. Any such terms that are accepted or deemed accepted shall be binding, as between PESRM and MLC. Notwithstanding anything to the contrary in this Section 4.09(c), in no event shall MLC be required to accept terms provided in any trade confirmation that would otherwise not meet the requirements for RP Sales Contracts to be entered into pursuant to this Agreement.

(d) MLC shall be the sole owner of, and have the sole dominion and control over, all RP Sales Contracts, including having the exclusive right to amend, restate, supplement, novate, assign, sell, terminate, cancel or otherwise dispose of any such RP Sales Contract in its discretion; provided, that no such action shall affect MLC’s obligations under this Agreement.

(e) All statements and representations made by PESRM’s advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers and representatives in connection with proposed and actual RP Sales Contracts and PESRM-MLC RP Secured Prepay Transactions shall be made on behalf of PESRM in its own capacity, and PESRM is not authorized to act as agent for or to bind MLC in connection with the negotiation or execution of any RP Sales Contracts or PESRM-MLC RP Secured Prepay Transactions, nor to make any representations to any counterparty on behalf of MLC. Unless expressly authorized by MLC in writing, any advice, recommendations, warranties or

representations made to any counterparty by PESRM shall be the sole and exclusive responsibility of PESRM, and MLC shall not be liable for any errors, omissions or misinformation that PESRM or its advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers or representatives provide to any counterparty, unless such error, omission or misinformation is included in such express MLC authorization.

(f) In respect of each and every outstanding RP Sales Contract and PESRM-MLC RP Secured Prepay Transaction, PESRM must timely provide to MLC, directly through one or more RP Transactions and/or indirectly through timely authorizations to enter into one or more RP Cover Transactions, with Refined Products (each having such qualities and being in such volumes) that collectively are sufficient to enable MLC to fully and timely satisfy all of MLC’s obligations under such RP Sales Contract.

Section 4.10 Prepayments.

(a) With respect to all Rack Sales Contracts that are outstanding on any Day of any quarter of the Term, PESRM shall prepay to MLC the Rack Sale Prepayment Amount applicable for such Day, in accordance with Article V.

(b) Starting from the first quarter following December 31, 2014, the Estimated Daily Rack Sale Amount may be increased or decreased, based on the Average Rack Sale Daily Amount for the prior quarter, which will be calculated by MLC on a Business Day that is the tenth (10th) Business Day prior to the beginning of any calendar quarter, as follows: if the Average Rack Sale Daily Amount for any prior quarter is greater than or lower than the Estimated Daily Rack Sale Amount payable in the prior quarter by an amount equal to at least $[**], the Estimated Daily Rack Sale Amount applicable to the following quarter shall be increased or decreased, as applicable, by such amount. The Estimated Daily Rack Sale Amount shall be further proportionately increased or decreased, as determined by MLC, using its commercially reasonable discretion, to take into account (i) any addition to or removal of any Racks from any Required Infrastructure and (ii) any material expansions or contractions of working capacity at any Racks, such increase or decrease, as applicable, to take effect on the Day on which a new Rack becomes part of the Required Infrastructure, a then existing Rack is removed from the Required Infrastructure or such material expansion or contraction of the working capacity of any Rack occurs, provided that such modifications are made on the basis of information relating to increases or decreases to throughput provided by PESRM to MLC in a timely manner, and only to the extent any such increases or decreases constitute an increase or decrease in the aggregate of at least $[**].

(c) Each Rack Sale Prepayment Amount will be trued up with the actual amount of MLC Refined Product sales to PERSM at Racks in accordance with the invoicing provisions set forth in Article V.

With respect to all PESRM-MLC RP Sales Contract that are outstanding on any Day, PESRM shall prepay to MLC in full the RP Sales Contract Prepayment Amount for such PESRM-MLC RP Sales Contracts, in accordance with Article V. Each RP Sales Contract Prepayment Amount will be trued up with the actual amount of MLC Refined Products sales under PESRM-MLC RP Sales Contracts in accordance with the invoicing provisions set forth in Article V.

Section 4.11 RP Payment Responsibility and Invoicing.

(a) MLC shall be responsible for paying invoices with respect to Prepay Transactions relating to Refined Products and all RP Transportation and Other Costs (it being understood and agreed that PESRM shall be directly responsible for any and all costs, including, without limitation, costs relating to demurrage, incurred in connection with the transportation, delivery and receipt of Hydrocarbons pursuant to any PESRM-MLC Secured Prepay Transaction), which RP Transportation and Other Costs shall be included in the payments due under this Agreement, as provided for in Article V. All refunds or adjustments of any type received by MLC related to the RP Transportation and Other Costs shall be for the account of PESRM and shall be reflected in an Invoice or the Monthly True-Up Invoice, as applicable.

(b) RP Transportation and Other Costs may not be invoiced by MLC to PESRM until MLC itself is invoiced, which for this purpose shall include a pro forma invoice, for such costs.

Section 4.12 PESRM-MLC RP Secured Prepay Transactions; International Transactions.

(a) [Reserved].

(b) RP Sales Contract. Notwithstanding anything to the contrary herein or in any other PESRM Transaction Document, neither MLC nor PESRM shall enter into any PESRM-MLC RP Secured Prepay Transaction without first (or concurrently with the entry into such PESRM-MLC RP Secured Prepay Transaction) entering into a RP Sales Contract with respect to the Refined Products that are the subject of such PESRM-MLC RP Secured Prepay Transaction.

(c) International Transactions. The Parties shall not enter into, and MLC shall not be required to enter into, any PESRM-MLC RP Secured Prepay Transaction (or equivalent transaction with a third party) or RP Sales Contract in which:

(i) the loading terminal and/or delivery location is located in any jurisdiction that is outside of the United States, or

(ii) Refined Products are otherwise transported through any jurisdiction outside of the United States, until and unless all filings and other arrangements have been made in such jurisdiction which are, in MLC’s commercially reasonable discretion, necessary or appropriate with respect to (x) MLC’s Lien on the Refined Products subject to such PESRM-MLC

RP Secured Prepay Transaction (or equivalent transaction with a third party) or RP Sales Contract and (y) Applicable Law (including obtaining any applicable permits), or

(iii) a vessel is used which has not been approved by both MLC (acting in its sole discretion) and the terminal receiving such vessel.

Section 4.13 Initial RP Purchases. Notwithstanding anything in this Agreement to the contrary, each of MLC’s purchases of Refined Products (a) under the Inventory Sales Agreement, (b) under the Products Sales Agreement and (c) pursuant to any New MLC Transactions (other than any Sleeve Transactions) under the Wind-Down Agreement (such purchases described in clauses (a), (b) and (c), collectively, the “Initial RP Purchases”) shall be deemed to be an RP Cover Transaction that was entered into by MLC; provided, that no Cover Throughput Service Fee shall be payable in respect of any Initial RP Purchase. MLC shall calculate the applicable Cover Transaction Price Amounts with respect to such transactions, which Cover Transaction Price Amounts shall be payable by MLC or PESRM, as applicable, in accordance with Section 12.07. In addition, PESRM shall be responsible for all Cover Transportation and Other Costs incurred, or owed by MLC, in connection with the Initial RP Purchases, which costs shall be payable in accordance with Section 12.07.

Section 4.14 Butane Sale Transactions.

(a) Butane Sale Transactions. On each Butane Inventory Draw Day, MLC shall be deemed to have sold to PESRM and PESRM shall be deemed to have purchased from MLC a volume of butane equal to the Butane Inventory Draw on such Day (each such transaction, a “Butane Sale Transaction”), in each case, of the type and grade set forth in the Daily Actual Production Book and/or the SXL Report, as applicable, with the pricing for each Butane Sale Transaction to be determined by reference to Schedule 5(b). Notwithstanding the foregoing, all of MLC’s obligations with respect to Butane Sale Transactions are subject to no related Applicable Condition having occurred.

(b) Butane Sale Transaction True-Ups. In connection with the Butane Sale Transactions, in the event that either Party obtains knowledge of a discrepancy between the Butane Inventory reflected in the Daily Actual Production Book and the SXL Report and the actual volumes of butane (measured in Barrels) produced or acquired and used or sold by PESRM on any Day, such party shall promptly notify the other Party of such discrepancy, and the Parties shall work in good faith to confirm whether or not such discrepancy exists and, if so, the extent of such discrepancy. Upon agreement between the Parties as to the existence and extent of any discrepancy, PESRM shall make an adjustment in the Daily Actual Production Book on the next Business Day to eliminate any such discrepancy. For the avoidance of doubt, any resulting increase or decrease in the Butane Inventory shall be taken into account in determining whether there is a Butane Inventory Build or a Butane Inventory Draw on the Day on which any such adjustment occurs.

(c) NO WARRANTY OF MERCHANTIBILITY. WITH RESPECT TO ALL BUTANE SALE TRANSACTIONS, PESRM AGREES THAT (A) IT SHALL TAKE DELIVERY OF SUCH BUTANE “AS IS, WHERE IS” AND “WITH ALL FAULTS”, AND (B) MLC MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES ARE DISCLAIMED.

(d) Costs and Invoicing. Any and all direct expenses incurred by MLC (and not previously paid by PESRM) that, if such Butane Sale Transaction were a sale of butane by MLC to a third party pursuant to an RP Sales Contract would be RP Transportation and Other Costs, shall be deemed to be RP Transportation and Other Costs for all purposes of this Agreement and the other PESRM Transaction Documents, which RP Transportation and Other Costs shall be included in the payments due under this Agreement, as provided for in Article V.

Section 4.15 Off-Spec Product. If any Refined Products delivered to MLC at the RP Delivery Point, held in storage by PESRM at the Basic Infrastructure or delivered to any Product Purchaser at the Product Purchaser Delivery Point or at any other delivery point in connection with a RP Sales Contract that is entered into in connection with a PESRM-MLC RP Secured Prepay Transaction (as approved by MLC in its sole discretion) do not meet the required specifications for such Refined Products , MLC shall have the right, by notice to PESRM, to require PESRM promptly to take such actions, at PESRM’s sole cost and expense, as are reasonably necessary to bring such products into compliance with the applicable required specifications or to provide replacement products (including pursuant to Cover Transactions) that meet such specifications.

Section 4.16 PESRM as Obligated Party. PESRM shall be the “obligated party” as the refiner of all Refined Products certified or designated, as applicable, pursuant to 40 C.F.R. Part 80. Nothing in this Agreement shall be interpreted to impart any responsibility to MLC to comply with Renewable Fuel Standards (including requirements therein for RVOs and RINs) as an “obligated party” pursuant to 40 C.F.R. Part 80 by virtue of the transactions contemplated by this Agreement. PESRM shall, as a refiner, comply with all Renewable Fuel Standards (including requirements therein for RVOs and RINs) and all applicable fuel and fuel additive requirements set forth in 40 C.F.R. Part 80, and all other Applicable Laws (including Environmental Laws) related thereto.

ARTICLE V.

PAYMENTS AND INVOICING

Section 5.01 Daily Payment. On each Business Day of each Calendar Week, MLC shall prepare and deliver to PESRM an invoice (an “Invoice”) specifying:

The sum of all Crude Oil Price Amounts owed in respect of all Crude Oil delivered by MLC to PESRM at the applicable CO Delivery Point on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all Demurrage Costs and CO Transportation and Other Costs Eligible for Invoicing by MLC on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of (i) all Crude Oil delivered by MLC at the CO Delivery Point, (ii) all Crude Oil delivered by MLC to third party purchasers pursuant to Cover Transactions and (iii) all Crude Oil for which delivery under any CO Supply Contract was cancelled pursuant to Cover Transactions, in each case on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all Cover Transportation and Other Costs Eligible for Invoicing on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all Volumetric Losses owed to MLC in respect of the prior Calendar Day and each other Uninvoiced Day;

PLUS

The sum of any ARPLA Revision Amount that is payable by PESRM in respect of any ARPLA Revision, as applicable, that occurred during such prior Day and each other Uninvoiced Day;

PLUS

The sum of all Cover Transaction Price Amounts due from PESRM, in each case on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect of the prior Day and each other Uninvoiced Day;

MINUS

The sum of all Refined Product Price Amounts owed in respect of all Refined Products, delivered by PESRM to MLC at the RP Delivery Point on the prior Day and each other Uninvoiced Day;

MINUS

The sum of all Volumetric Gains owed to PESRM in respect of the prior Day and each other Uninvoiced Day;

MINUS

The sum of any ARPLA Revision Amount that is payable by MLC in respect of any ARPLA Revision, that occurred during the prior Day and each other Uninvoiced Day;

MINUS

The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products (i) delivered by MLC at the Product Purchaser Delivery Point, (ii) delivered to MLC at the RP Delivery Point pursuant to Cover Transactions and (iii) for which delivery was cancelled under any RP Sales Contract pursuant to Cover Transactions, in each case on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all RP Transportation and Other Costs Eligible for Invoicing by MLC on prior Day and each other Uninvoiced Day;

PLUS

The sum of all MLC Refined Product sales to PESRM at Racks in respect to the prior Day and each other Uninvoiced Day;

MINUS

The sum of the Rack Sale Prepayment Amounts in respect of the prior Day and each other Uninvoiced Day;

PLUS

The sum of the Rack Sale Prepayment Amounts in respect of the following Day;

PLUS

The sum of all MLC Refined Product sales to PESRM in accordance with RP Sales Contracts in respect to the prior Day and each other Uninvoiced Day;

MINUS

The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the prior Day and each other Uninvoiced Day;

PLUS

The sum of all RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the following Day;

PLUS

The sum of all MLC Refined Product and Crude Oil sales to PESRM under all PESRM-MLC Sourcing Transactions in respect of the prior Day and each other Uninvoiced Day;

MINUS

The sum of all MLC Refined Product and Crude Oil purchases from PESRM pursuant to all PESRM-MLC Secured Prepay Transactions in respect of the prior Day and each other Uninvoiced Day;

PLUS

The Daily Cover Throughput Service Fee, in respect of the prior Day and each other Uninvoiced Day;

MLC shall determine the amount payable in respect of each Invoice and the identity of the Party owing such payment, it being understood that if the above sum is positive, PESRM shall be the Party owing such payment, and if the above sum is negative, MLC shall be the Party owing such payment. In the event that the terms of any CO Supply Contract, RP Sales Contract or Cover Transaction include any true-up that is not expressly contemplated by this Agreement, the financial consequences of such true-up will, without duplication, be passed through to PESRM in any Invoice or Monthly True-up Invoice issued following the occurrence of such true-up. In the event that adjustments are required to any previously issued Invoice, MLC shall have the right to incorporate such adjustments in subsequent Invoices until all numbers are final and accurate. All amounts due and owing in respect of each Invoice shall be paid by the owing Party to the other Party on the next Business Day following PESRM’s receipt of each Invoice.

Section 5.02 Monthly True-Up. For each calendar month during the Term, the monthly true-up (the “Monthly True-Up”) shall be a financial adjustment required to correct for actual True Up Crude Oil Price Amounts, actual Demurrage Costs, actual CO Transportation and Other

Costs (that are Eligible for Invoicing), actual Throughput Service Fees and actual Cover Throughput Service Fees in respect Crude Oil , actual Cover Transaction Price Amounts, actual Cover Transportation and Other Costs (that are Eligible for Invoicing), actual Volumetric Gains and Losses, actual Refined Product Price Amounts, actual ARPLA Revision Amounts, actual Prepaid Gasoline Price Amounts, actual RP Transportation and Other Costs (that are Eligible for Invoicing), actual Butane Sale Price Amounts and actual Throughput Service Fees and actual Cover Throughput Service Fees in respect Refined Products not already corrected in prior Invoices (with the sum of such corrections resulting in an amount payable either to MLC or to PESRM (and, if payable to PESRM, expressed as a negative number)),

PLUS

The sum of the True-Up Crude Oil Price Amount with respect to the prior calendar month;

PLUS

The Working Capital Fee, and the sum of the Section 3.09(d) Funding Costs, owed to MLC for each Day in the prior calendar month,

PLUS

The sum of all amounts owed by PESRM to MLC in respect of Indemnifiable Tax (and, except as provided in Section 7.01(d)(ii), taxes, interest and penalties related thereto) and other indemnities given by PESRM to MLC under the PESRM Transaction Documents in respect of the prior calendar month,

PLUS

The sum of all Specified Losses and Costs incurred by MLC in the prior calendar month,

PLUS

Without duplication, the sum of all refunds (including transmix reimbursements), adjustments and other costs and amounts then owed to MLC under this Agreement,

MINUS

Without duplication, the sum of all refunds, adjustments and other costs and amounts then owed to PESRM under this Agreement, including pursuant to Section 6.03,

PLUS

The positive difference (if any) of (i) the Monthly Cover Throughput Service Fee for the prior calendar month over (ii) the sum of all Daily Cover Throughput Service Fees paid by PESRM in the prior calendar month,

PLUS

Any Throughput Service Fee Implied Discount True-Up owed to MLC in respect of the prior calendar month,

MINUS

Any Throughput Service Fee Implied Discount True-Up owed to PESRM in respect of the prior calendar month.

On each Monthly True-Up Date, MLC shall determine the amount payable in respect of the Monthly True-Up for the calendar month immediately preceding the calendar month in which such Monthly True-Up Date occurs and the identity of the Party owing such payment, it being understood that if the above sum is positive, PESRM shall be the Party owing such payment, and if the above sum is negative, MLC shall be the Party owing such payment. All amounts due and owing in respect of such Monthly True-Up shall be paid by the owing Party to the other Party on the second (2nd) Business Day following PESRM’s receipt of the invoice (each, a “Monthly True-Up Invoice”) for such Monthly True-Up. In the event that adjustments are required to any previously issued Monthly True-Up Invoice, MLC shall have the right to incorporate such adjustments in subsequent Monthly True-Up Invoices until all numbers are final and accurate.

Hedging Gains and Losses for Hydrocarbons purchased by MLC on the Effective Date. Without duplication of any payment made under Section 4.13, any gains or losses incurred or accrued by MLC as the result of any deemed hedging adjustments made by MLC to reflect the difference between the estimated quantity of Hydrocarbons purchased by MLC on the Effective Date and the actual quantity of Hydrocarbons purchased by MLC on the Effective Date shall be for PESRM’s account. MLC shall include such deemed hedging gains and losses, if any, in the applicable Invoice for the Day in which such gains and/or losses were incurred or accrued.

Section 5.03 Auto Bin True-Ups. On the second (2nd) Business Day after each expiry date of any deemed hedge roll in the Auto Bin, MLC shall determine the Auto Bin Deemed Hedge Roll Settlement Amount as of such expiry date and the identity of the Party owing such payment, and shall be invoiced by MLC on such Day of determination. All amounts due and owing in respect of such Auto Bin Deemed Hedge Roll Settlement Amount shall be settled and shall be paid by the owing Party to the other Party on the second (2nd) Business Day following PESRM’s receipt of such invoice.

Section 5.04 Disputed Invoices. If PESRM, in good faith, disputes the accuracy of the amount invoiced, PESRM shall pay the undisputed amount and the disputed amount in excess of $[**] and provide written notice stating the reasons why the disputed amount is incorrect, along with supporting documentation. In the event the Parties are unable to resolve such dispute within ten (10) Business Days, either Party may pursue any remedy available at law or in equity to enforce

its rights hereunder. In the event that it is determined or agreed that one of the Parties must or will pay or return all or any portion of the disputed amount, then such Party shall pay interest from and including the original payment due date until, but excluding, the date such amount is received by the owed party, at the Default Interest Rate.

Section 5.05 Payment Netting. The Parties agree to net all amounts that are due each other under this Agreement and any Rack Sales Contract on the same Business Day, and the Parties shall confirm at least one (1) Business Day prior to the payment date, in writing, the amounts to be netted and any amounts remaining after such net-out (if any). Any remaining balance after net-out shall be paid by the Party owing such amount to the other Party on the applicable payment date. The owing Party’s payment of a net amount shall satisfy each Party’s payment obligations included in the settlement on a payment date.

Section 5.06 Payment Convention. Unless otherwise expressly provided for in this Agreement (a) if any payment due date under this Agreement falls on a Saturday or non-Monday weekday that is not a Business Day, such payment shall be made on the immediately preceding Business Day and (b) if the payment due date falls on a Sunday or Monday which is not a Business Day, such payment shall be made on the immediately following Business Day.

Section 5.07 Tax Status of the Parties. Prior to the first due date of a payment under this Agreement (and from time to time thereafter upon the reasonable request of the other Party), each Party shall deliver to the other Party a duly executed original of IRS Form W-9 or successor form certifying or establishing that it is exempt from U.S. federal backup withholding tax.

ARTICLE VI.

DOWNGRADE TERMINATION EVENT,
ACKNOWLEDGEMENT AND OTHER MATTERS

Section 6.01 Downgrade and Cost of Assurance Trigger Event. If a MLC Ratings Trigger Event occurs and is continuing or a Cost of Assurance Trigger Event has occurred as of the end of the previous fiscal quarter, notwithstanding any other provision of this Agreement, PESRM shall have the right (but not the obligation) to terminate this Agreement in the manner provided for in Section 6.02 as if the Term Expiration Date had occurred by giving thirty (30) days advance notice of such termination to MLC, and if PESRM gives MLC such a termination notice, such thirtieth (30th) day shall be deemed to be the Term Expiration Date for purposes of Section 6.02; provided, that PESRM may extend the notice period preceding the deemed occurrence of any such Term Expiration Date for up to an additional thirty (30) days by providing MLC with at least ten (10) days advance notice of any such extension; and provided further that any termination right arising from the occurrence of a MLC Ratings Trigger Event or a Cost of Assurance Trigger Event must be exercised within ninety (90) days following such occurrence; and provided further that if an Event of Default or Termination Event, or a PESRM Prepayment Amount Failure, occurs during any period covered by this Section 6.01, MLC and/or PESRM, as applicable, shall have all of the rights and remedies specified in Article XIV with respect to such Event of Default or Termination Event and/or Section 3.09(d) with respect to such PESRM Prepayment Amount Failure, as applicable.

Section 6.02 Termination at Expiration of the Term.

(a) On the expiration of the Term (such date, the “Term Expiration Date”), all then outstanding PESRM Transactions, this Agreement, all other PESRM Transaction Documents and all documents related to the PESIC-PESRM Secured Prepay Transactions shall be extended to the date (the “Final Termination Date”) that is necessary solely to allow for (i) the continued performance of all then outstanding PESRM Transactions, CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, MLC-PESIC Secured Prepay Transactions, PESIC-PESRM Secured Prepay Transactions, RP Sales Contracts and Cover Transactions, and (ii) without duplication, the sale to PESRM and/or one or more mutually acceptable third party purchasers of all of then current in-transit and in-storage Crude Oil, Refined Product inventories with respect to this Agreement; provided, that at any time prior to the Final Termination Date, all of then current in-transit and in-storage Crude Oil and Refined Product inventories with respect to this Agreement may be sold to PESRM or a mutually acceptable third party, in each case on mutually agreed prices and terms (including arrangements for novations, back to back purchases and sales and/or settlement payments, as applicable, in respect of then outstanding CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, RP Sales Contracts, Cover Transactions and/or PESRM Transactions, it being acknowledged that such novations and/or other transactions under such contracts (other than PESRM Transactions) will require the agreement of third parties), and MLC and PESRM shall cooperate in good faith to facilitate such sales. During the period following the Term Expiration Date, but prior to the Final Termination Date, (x) each of the Parties shall cooperate in good faith with the other Party to implement an orderly transition, and (y) MLC shall assign and/or transfer to PESRM all of its rights, title, interest, liabilities and obligations under all Assigned Agreements and, to the extent reasonably requested by PESRM, shall request that each counterparty to any Assigned Agreement assign to PESRM any related assets (including using its commercially reasonable efforts, subject to applicable tariffs, to assign to or at the direction of PESRM any related records) which had been previously assigned or transferred to MLC in connection with the transactions contemplated under such Assigned Agreement. If an Event of Default or Termination Event occurs during the period between the Term Expiration Date and the Final Termination Date, MLC and/or PESRM, as applicable, shall have all of the rights and remedies specified in Article XIV with respect to such Event of Default or Termination Event, as applicable. Notwithstanding the occurrence of the Final Termination Date, MLC shall continue to issue invoices under this Agreement with respect to any amounts that remain outstanding between the Parties on and after the Final Termination Date and any true-ups or corrections required by this Agreement.

(b) Notwithstanding any other provision of this Agreement, if the Final Termination Date has not occurred within sixty (60) days following the Term Expiration Date, MLC shall have the right, in its sole discretion, by written notice to PESRM to (x) terminate, liquidate and accelerate any or all of such PESRM Transactions, CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, RP Sales

Contracts and Cover Transactions and any of the PESIC-PESRM Secured Prepay Transactions (or, to the extent not entered into with PESRM, sell, assign or novate any CO Supply Contracts, Secured Prepay Transactions, RP Sales Contracts and Cover Transactions), and/or (y) without duplication, sell all of then current in-transit and/or in-storage Crude Oil and Refined Product inventories to one or more third party purchasers (such terminations, close-outs and sales, collectively, a “Wind-down Liquidation”). PESRM shall reimburse MLC for any and all losses, costs and expenses (including any market structure or related costs under Schedule 5(c)) incurred by MLC (and after giving effect to any gains realized by MLC) with respect to such Wind-down Liquidation, which amounts shall be payable, from time to time, within two (2) Business Days following MLC’s delivery of an invoice to PESRM with respect to such amounts. Sales by MLC of Hydrocarbons pursuant to this Section 6.02(b) shall not be subject to any of the Protocols.

Section 6.03 Unexcused MLC Failure to Deliver or Accept. Unless excused by Force Majeure or any other Applicable Condition, if MLC fails to deliver or accept all or part of the volume of the Hydrocarbons as required in any PESRM Transaction, CO Supply Contract, RP Sales Contract or Cover Transaction on the applicable delivery date, then the financial remedy set forth below shall apply:

(a) Unexcused MLC Failure to Deliver under any PESRM Transaction. MLC, as the seller under any PESRM Transaction, shall pay to PESRM under such PESRM Transaction, as part of the Monthly True-Up for the month in which the failure occurs, an amount equal to the product of (i) the amount of the Hydrocarbons that MLC failed to deliver (if any) and (ii) an amount equal to (x) the market offer price for the applicable Hydrocarbon at the applicable delivery point at the time the failure occurred minus (y) the price for such Hydrocarbon under this Agreement (except that if the difference between the amounts in subclauses (x) and (y) is zero or negative, then MLC shall have no obligation to make any payment to PESRM), all as determined by MLC, acting in a commercially reasonable manner.

(b) Unexcused MLC Failure to Accept Delivery under any PESRM Transaction. MLC, as the buyer under any PESRM Transaction, shall pay to PESRM as part of the Monthly True-Up for the month in which the failure occurred, an amount equal to the product of (i) the amount of the Hydrocarbon that MLC failed to accept (if any) and (ii) an amount equal to (x) the price for such Hydrocarbon under this Agreement minus (y) the market bid price for the applicable Hydrocarbon at the applicable delivery point at the time the failure occurred (except that if the difference between the amounts in subclauses (x) and (y) is zero or negative, then MLC shall have no obligation to make any payment to PESRM), all as determined by MLC, acting in a commercially reasonable manner.

(c) Unexcused MLC Failure to Deliver under any RP Sales Contract. MLC, as the seller under any RP Sales Contract, shall pay to PESRM as part of the Monthly True-Up for the month in which the failure occurred, an amount equal to the

positive True-Up Refined Product Price Amount (if any), as applicable, that would have been payable to PESRM under such RP Sales Contract if the relevant Hydrocarbons had been delivered to the purchaser on the scheduled delivery date under such RP Sales Contract; provided, that such amounts shall not be payable with respect to a failure to deliver by MLC that results from a failure by MLC to perform under a corresponding Cover Transaction that is subject to Section 6.03(d).

(d) Unexcused MLC Failure to Deliver or Receive under any Cover Transaction. MLC, as the purchaser or seller, as applicable, under any Cover Transaction, shall pay to PESRM, as part of the Monthly True-Up for the month in which such failure occurred, an amount equal to the Cover Transaction Price Amount, if any, that would have been payable to PESRM if MLC had delivered or received such Hydrocarbons on the scheduled delivery date under such Cover Transaction.

Section 6.04 Semi-Annual Inspections.

(a) On a semi-annual basis during the Term, MLC shall have the right, for the purpose of protecting MLC Separate Assets and Collateral against potential loss and at its own cost and expense, to have an independent inspector conduct surveys and inspections of any of the Tanks, and to observe any Hydrocarbon transfer, handling or related activities; provided, that such surveys and inspections shall be made during normal working hours and upon reasonable notice and shall not disrupt the normal operations of the Refinery or the other Basic Infrastructure, as applicable, and comply with the rules and procedures of the Refinery or the other Basic Infrastructure, as applicable. In the event that such independent inspector, applying commercially reasonable industry standards, identifies any material adverse condition (a “Material Adverse Condition”), MLC shall notify PESRM (and, with respect to infrastructure not consisting of PESRM Infrastructure, the third party provider of such infrastructure) of the independent inspector’s findings, and MLC shall have the right in its sole discretion, by written notice to PESRM, to request PESRM not to store any additional MLC Separate Assets and Collateral in any Tanks or related infrastructure affected by such Material Adverse Conditions, and such affected Tanks and related infrastructure shall, on and after PESRM’s receipt of such notice and until the time such Material Adverse Condition is corrected, be deemed to be unavailable for purposes of Section 6.06. PESRM shall have a commercially reasonable period of time to correct (or, with respect to infrastructure not consisting of PESRM Infrastructure, the third party provider of such infrastructure shall have a commercially reasonable period of time to correct), at its own cost and expense, such Material Adverse Condition; provided, that if such condition is of such a nature as can be reasonably remedied by relocating MLC Separate Assets and Collateral, as applicable, to other, non-affected Basic Infrastructure without materially diminishing any of the rights and services to which MLC is entitled under this Agreement and the other PESRM Transaction Documents, then PESRM will be deemed to have satisfied such correction obligation by accomplishing such relocation within such time period.

Section 6.05 Required Infrastructure.

(a) MLC’s obligations under this Agreement, the other PESRM Transaction Documents, the MLC-PESIC Secured Prepay Transactions, the CO Supply Contracts, the PESRM-MLC Secured Prepay Transactions, RP Sales Contracts and/or Cover Transactions to supply Crude Oil to PESRM, to sell Crude Oil to purchasers, to purchase Refined Products from PESRM, to sell Refined Products to purchasers identified by PESRM and to purchase Refined Products from suppliers identified by PESRM are, in all respects, subject to any limits imposed by the working capacity available to MLC at any time on any vessels, barges, docks, racks, railcars, railroads, railroad loading and unloading facilities, terminals, pipelines, storage tanks and other facilities and equipment that are necessary to the performance by PESRM or MLC of its obligations under the PESRM Transactions, the MLC-PESIC Secured Prepay Transactions, the CO Supply Contracts, the PESRM-MLC Secured Prepay Transactions, the RP Sales Contracts and/or the Cover Transactions, including any such facilities at the Refinery, the other Basic Infrastructure and the Butane Rail Facility (collectively, as of any date of determination, the “Required Infrastructure”), and any failure of performance by MLC under any such contracts or transactions that results, directly or indirectly, from any limits imposed by the working capacity allocated to MLC on Required Infrastructure shall be excused and shall not give rise to a MLC Event of Default.

(b) In the event that working capacity allocated to MLC on Required Infrastructure becomes unavailable for any reason (including any provision of this Section 6.05 or Section 6.04), PESRM shall be required to use commercially reasonable efforts to secure replacement capacity at PESRM’s sole cost and expense as necessary to permit MLC to meet its delivery, receipt and resale obligations under the PESRM Transactions, the MLC-PESIC Secured Prepay Transactions, the CO Supply Contracts, the PESRM-MLC Secured Prepay Transactions, the RP Sales Contracts and/or the Cover Transactions, as applicable.

Section 6.06 PESRM-MLC Secured Prepay Transactions. Notwithstanding anything to the contrary in this Section 6.06, the Parties hereby acknowledge and agree that each PESRM-MLC Secured Prepay Transaction (x) constitutes an extension of credit and a “financial accommodation” to or for the benefit of PESRM within the meaning of Sections 365(c)(2) and 365(e)(2) of the Bankruptcy Code and, accordingly, (y) entry into each such PESRM-MLC Secured Prepay Transaction must be reviewed and approved in accordance with MLC’s then current Credit Requirements, as consistently applied; provided, however, that to the extent MLC determines that, for purposes of this Section 6.06, PESRM does not meet MLC’s then current Credit Requirements as consistently applied, MLC must provide written notice of such determination to PESRM, within sixty (60) days following such determination (it being understood that MLC’s failure to approve a PESRM-MLC Secured Prepay Transaction with PESRM will not preclude MLC from entering into a similarly structured transaction with a third-party in connection with the CO Supply Contract (or the RP Sales Contract, as applicable) for which such PESRM-MLC Secured Prepay Transaction was contemplated). Where the terms of any CO Supply Contract (or any RP Sales Contract, as applicable) would require the

transportation of Crude Oil by vessel (including any Vessel), tank truck, railcar and/or pipeline, MLC shall, subject to Section 3.17 and the first sentence of this Section 6.06, have the right to require PESRM to enter into one or more PESRM-MLC Secured Prepay Transactions under the PESRM-MLC ISDA Master Agreement with respect to such Vessel, tank truck, railcar and/or pipeline transportation requirements.

Section 6.07 Accounting Treatment. Each Transaction Party represents and warrants that it has taken all necessary steps including review of the PESRM Transaction Documents with a senior representative of its finance group and its external auditor, as necessary, to ensure the appropriate financial and accounting treatment, regulatory and disclosure standards are complied with in connection with the PESRM Transaction Documents for each Transaction Party and its Affiliates.

Section 6.08 [Reserved].

Section 6.09 Change in Law. Each Party shall make reasonable efforts to monitor any proposed Change in Law which may reasonably be expected to have an impact on such Party’s performance of its obligations under the PESRM Transaction Documents or its ability to hedge its trading positions in a commercially reasonable manner, including those relating to purchases and sales under, and inventories maintained in connection with, this Agreement or its other business (“Hedging Activities”) and shall promptly notify the other Party upon becoming aware of any such proposed Change in Law. Such notice shall identify the proposed Change in Law and set out, in reasonable detail, the effects the notifying Party anticipates such Change in Law would have upon the PESRM Transaction Documents (or such Party’s performance thereunder) or its Hedging Activities if enacted. The Parties shall in good faith meet to discuss what measures (if any) can be taken by either Party (or both) to minimize and/or mitigate the effect of any such proposed Change in Law. If a Change in Law results or would result in a Party (the “Adversely Affected Party”) (a) violating any Applicable Law in connection with its Hedging Activities, or (b) incurring incremental damages, losses, costs, expenses, fees, fines, payments, Indemnifiable Taxes, liabilities, penalties or other sanctions of a monetary nature in excess of $[**] per annum solely as a result of such Party’s performance of its obligations under the Transaction Documents or as a result of its Hedging Activities, in each case the Adversely Affected Party shall be entitled to request that the Parties meet for purposes of addressing such Change in Law by providing written notice (a “Change in Law Notice”) to the other Party (the “Non-Affected Party”). Within seven (7) days of receipt of a Change in Law Notice, the Parties shall meet in good faith with a view to identifying any steps (the “Consequential Steps”) that would alleviate the effects of the relevant Change in Law on the Adversely Affected Party, which may include an agreement between the Parties to share the relevant incremental losses incurred by the Adversely Affected Party or the amendment of any PESRM Transaction Document. In identifying the Consequential Steps, the Parties shall, as far as is reasonably practicable, do so in a manner that preserves the balance of the commercial agreement (including economic benefits, risk allocation, costs and liabilities) existing between the Parties under this Agreement as of the Effective Date. In the event the Parties cannot reach agreement on the Consequential Steps and on the implementation of the same within thirty (30) days of receipt by the Non-Affected Party of the Change in Law Notice, either Party may terminate this Agreement in the manner provided for in Section 6.02 as if the Term Expiration Date had occurred by giving

the other Party thirty (30) days advance notice of such termination, and such thirtieth (30th) day shall be deemed to be the Term Expiration Date for purposes of Section 6.02.

Section 6.10 PESRM Acknowledgement. PESRM acknowledges and agrees that (a) MLC is a merchant of crude oil, non-crude feedstock, refined products and blendstock and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of MLC’s business which are unrelated hereto and that such dealings and such trading or hedging strategies may be different from or opposite to those being pursued by or for PESRM, (b) MLC may, but is not required to, determine whether to advise PESRM of any potential transaction with a counterparty and prior to advising PESRM of any such potential transaction MLC may, in its discretion, determine not to pursue such transaction or to pursue such transaction in connection with another aspect of MLC’s business and MLC would have no liability of any nature to PESRM as a result of any such determination, (c) MLC has no fiduciary or trust obligations of any nature with respect to the Refinery or PESRM, (d) MLC may enter into transactions and purchase or sell crude oil, non-crude feedstock, refined products and/or blendstock for its own account or the account of others at prices more favorable than those being paid by or to PESRM hereunder, and (e) nothing herein would be construed to prevent MLC, or any of its advisors, agents, attorneys, consultants, contractors, directors, employees, officers, representatives, partners or Affiliates, in any way from purchasing, selling or otherwise trading in crude oil, non-crude feedstock, refined products, blendstock or any other commodity for its or their own account or for the account of others, whether prior to, simultaneously with, or subsequent to any transaction under this Agreement or any other PESRM Transaction Document. Notwithstanding the foregoing, MLC would have the obligation to execute CO Supply Contracts, PESRM-MLC Secured Prepay Transactions, and RP Sales Contracts in a manner consistent with the PESRM Transaction Documents and to otherwise perform its obligations hereunder.

Section 6.11 Inventory Volumes. For purpose of this Agreement, all Hydrocarbon inventory volumes shall be determined on a net standard volume basis, such that the saleable volume of Hydrocarbon inventory shall exclude BS&W, and shall be adjusted to a standard temperature of 60 degrees Fahrenheit by the appropriate volume correction factor for the observed temperature and API gravity.

Section 6.12 [Reserved].

Section 6.13 Procedures for Resolving Claims Against Third Parties. The Parties shall consult with each other and coordinate how to handle and resolve any claims that MLC may have against any Person with respect to any CO Supply Contract, any PESRM-MLC Secured Prepay Transaction, any RP Sales Contract, any Cover Transaction or any exchange of futures for physicals related to any of the foregoing, any leases, subleases or assignments of any Third Party Infrastructure or Assigned Agreements or any CO Transportation and Other Costs, RP Transportation and Other Costs, Cover Transportation and Other Costs or Demurrage Costs. To the extent that PESRM believes that any claim should be made by MLC for the account of PESRM against any Person with respect to any CO Supply Contract, any PESRM-MLC Secured Prepay Transaction, any RP Sales Contract, any Cover Transaction or any exchange of futures for physicals related to any of the foregoing, or any such leases, subleases or assignments, or any CO Transportation and Other Costs, RP Transportation and Other Costs, Cover Transportation

and Other Costs or Demurrage Costs, MLC shall, in its sole discretion after consultation with PESRM (provided, that any such consultation with PESRM shall not limit MLC’s exercise of its sole discretion), either (a) take any commercially reasonable actions as requested by PESRM directly to prosecute such claim or (b) assign its rights and interests as necessary to allow PESRM to contest, litigate or resolve such matter by a mutually acceptable alternative means that shall allow PESRM to pursue the claim, in each case at PESRM’s sole cost and expense, and all recoveries resulting from the prosecution of such claim shall be for the account of PESRM (and MLC shall only be liable to PESRM to the extent of, and in the same form as, such recoveries actually received by MLC). In any case covered by clause (a) above, MLC shall not settle or otherwise compromise the relevant claim without PESRM’s consent (such consent not to be unreasonably withheld, delayed or conditioned), and in any case covered by clause (b) of the immediately preceding sentence, MLC shall be entitled to assist PESRM in the prosecution of the relevant claim and shall cooperate with PESRM in such prosecution, in each case in a commercially reasonable manner and at PESRM’s sole cost and expense.

Section 6.14 Operational Imbalances. MLC and PESRM recognize that due to the normal operation of one or more pipeline systems, storage facilities, dock facilities and other loading and unloading facilities and the like, certain operational imbalances (each, an “Operational Imbalance”) may arise from time to time with respect to Hydrocarbons to be sold and delivered under this Agreement due to, among other things, variations in rates of the flow of such Hydrocarbons, transit times, inaccuracies in the measurement and allocation of such Hydrocarbons and other physical reasons. To the extent any such Operational Imbalance occurs and causes either Party to be unable to satisfy all or any part of its delivery or purchase obligations with respect to a PESRM Transaction, such Party shall not be deemed to be in default hereunder with respect to its delivery or purchase obligation for such PESRM Transaction and the shortfall or excess quantity of Hydrocarbon, as applicable (the “Imbalance Quantity”), shall be carried forward to the following delivery month or delivery months, as applicable, and settled in cash or physically settled by delivery or redelivery as soon as possible as agreed by the Parties. MLC and PESRM shall take all necessary steps to account for and settle any such Imbalance Quantity in a commercially reasonable manner and shall adjust future nominations and deliveries of Hydrocarbon in accordance with the foregoing provisions.

Section 6.15 PESRM/PESIC Failure to Perform. Any failure by PESRM or PESIC, respectively, to receive from, or deliver to, MLC, at the CO Delivery Point, the RP Delivery Point or the Product Purchaser Delivery Point, as applicable, on any Day, any Hydrocarbons that were scheduled to be received from, or delivered to, MLC on such Day under any PESRM Transaction, MLC-PESIC Secured Prepay Transaction, PESIC-PESRM Secured Prepay Transaction or Cover Transaction and that MLC was, at the time of such PESRM or PESIC failure, obligated to buy and receive from a seller, or sell and deliver to a purchaser under (x) any CO Supply Contract, any RP Sales Contract, MLC-PESIC Secured Prepay Transaction or any Cover Transaction or (y) any other purchase or sale of such Hydrocarbons, as applicable, that was entered into by MLC pursuant to this Agreement shall excuse (as between MLC and PESRM) any failure by MLC to perform under any such contracts or transactions to the extent of any such PESRM or PESIC failure (any such PESRM or PESIC failure, a “PESRM/PESIC Failure to Perform”).

Section 6.16 Foreign Trade Zone Operator; Imports and Exports.

(a) Foreign Trade Zone Operator. From and after the Effective Date, PESRM shall (i) be solely responsible for operating the Philadelphia Foreign Trade Zone No. 35 (the “PESRM FTZ”), (ii) prepare, maintain and file all necessary documentation in connection with operation of the PESRM FTZ, and (iii) maintain all records, inventories and accounts of operations within the PESRM FTZ in accordance with Applicable Laws and the requirements of the U.S. Customs and Border Protection Service (“Customs”) and any other Governmental Authority.

(b) Imports. PESRM shall be the importer of record (or, if applicable, the exporter of record) for any Crude Oil, imported by virtue of the transactions contemplated by this Agreement and shall (i) prepare, maintain and file all necessary documentation as importer of record, and (ii) pay any and all duties, fees or taxes imposed as a result of importation of Crude Oil in connection with the transactions contemplated by this Agreement.

(c) Exports. PESRM shall be the exporter of record with respect to any sales of Refined Products to third parties for export by virtue of transactions contemplated by this Agreement and, where applicable, shall prepare, maintain and file all necessary documentation as exporter of recordand (ii) pay any and all duties, fees or taxes imposed as a result of exportation of Refined Products in connection with the transactions contemplated by this Agreement.

Section 6.17 MLC Guaranty. During the Term, MLC shall provide and maintain with PESRM a guaranty agreement substantially in the form attached hereto as Schedule 6.17 (the “MLC Guaranty”), pursuant to which Bank of America Corporation (“MLC Guarantor”) shall guarantee the prompt payment when due of all of MLC’s obligations under the PESRM Transactions and the PESRM Transaction Documents in an aggregate amount not to exceed $100,000,000.

Section 6.18 Demurrage Cost Invoicing. Demurrage Costs may not be invoiced by MLC to PESRM until MLC itself is invoiced, which for this purpose shall include a pro forma invoice, for such costs; provided, that if as of any Day, MLC reasonably determines that the aggregate amount of Demurrage Costs (that have been incurred by MLC, but for which it has not yet been invoiced) as of such Day exceeds $[**], MLC may invoice PESRM for such aggregate amount of Demurrage Costs. The provisions of Section 5.04 shall not apply to any Demurrage Costs invoiced by MLC. MLC shall not settle or otherwise compromise any demurrage claim without PESRM’s consent (such consent not to be unreasonably withheld, delayed or conditioned).

Section 6.19 Inventory, Sale and Receipt Data Reconciliation. Each Party will, and with respect to PESRM, will cause each of its Subsidiaries (other than Excluded Subsidiaries), upon the request of the other Party, to make commercially reasonable efforts to reconcile its inventory, sale and receipt data with the inventory, sale and receipt data of such other Party.

Section 6.20 Anti-Corruption Laws.

(a) The parties to this Agreement are committed to compliance with the Applicable Laws of the United States as well as the laws of other countries that are, or may be, of potential relevance, including all Applicable Laws to one or both Parties relating to bribery, money laundering and/or corrupt payments, such as the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1 et. seq., and the UK Bribery Act of 2010 (all such laws being collectively referred to herein as the “Anti-Corruption Laws”). Accordingly, each Party hereto hereby represents, warrants and covenants that:

(i) It is now in compliance with the Applicable Laws required for its performance under this Agreement as well as the Anti-Corruption Laws of any other countries or jurisdictions that are applicable to the transactions that are contemplated herein and will remain in compliance with all such Applicable Laws for the duration of this Agreement. The provisions of this Agreement and the transactions contemplated hereby are legal and binding under the laws of the relevant jurisdictions, including all applicable Anti-Corruption Laws and Applicable Laws and regulations relating to taxation and exchange control.

(ii) It has not taken and will not take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any government official (including any officer or employee of a foreign government or government-controlled entity or of a public international organization, or any person acting in an official or representative capacity for or on behalf of any of the foregoing, or any political party or official thereof, or candidate for political office, or legislative, administrative or judicial officials whether or not elected or appointed, all of the foregoing being referred to as “Government Officials”) or to any other person while knowing that all or some portion of the money or value will be offered, given or promised to a Government Official for the purposes of obtaining or retaining business, an advantage in the conduct of business or securing any improper disadvantage.

(iii) It has not taken and will not take any actions in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of, or a request or acceptance of, money or anything else of value, to or by any other person (whether or not a Government Official) while knowing that all or some portion of the money or value offered, given or promised to such other person is for the purpose of securing the improper performance of that person’s function or misuse of that person’s position.

(iv) No part of the payments received by a Party under this Agreement, directly or indirectly, from the other Party will be used for any purpose which would cause a violation of the laws of the United States or any

other applicable jurisdiction including any applicable Anti-Corruption Laws.

(b) [Reserved].

(d) Either Party may terminate this Agreement immediately upon written notice in the event that the other Party has breached any representation or warranty set forth in Section 6.20(a). In the event of a breach of any of the representations and warranties set forth in this Section 6.20, any claims for payment by a Party with regard to any transaction for which a breach of the representations has occurred shall be void. The breaching Party shall further indemnify and hold the non-breaching Party harmless against any and all claims, losses or damages arising from or related to such breach.

Section 6.21 [Reserved].

Section 6.22 Transmix. The volume of transmix that is created as the result of any shipment of Hydrocarbons pursuant to the terms of this Agreement shall be treated as a Volumetric Loss. Any reimbursements received by MLC from third parties with respect to transmix volumes resulting from shipments pursuant to this Agreement shall be for PESRM’s account. Such transmix reimbursements shall be included in the Monthly True-Up Invoice that corresponds to the month in which such reimbursement was received by MLC.

Section 6.23 [Reserved].

Section 6.24 Aggregate Liability Limitations.

(a) Unless otherwise agreed by MLC (in its sole discretion), notwithstanding anything to the contrary in this Agreement or any other PESRM Transaction Document or MLC-PESIC Secured Prepay Transaction, MLC shall have no obligation to enter into any CO Supply Contract, any RP Sales Contract, any PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction or any Cover Transaction if, as of any Monthly True-Up Date, the sum of (a) the arithmetic average of the sum, for each Day, in the calendar month immediately preceding the calendar month in which such Monthly True-Up Date occurs, of the amounts listed in clauses (a) and (b) of the definition of Working Capital Amount plus (b) the sum of (i) the stated amount of all Letters of Credit (as defined in the Senior Secured Credit Facility) outstanding on the last Day of the calendar month immediately preceding the calendar month in which such Monthly True-Up Date occurs, (ii) the aggregate principal amount of Loans (as defined in the Senior Secured Credit Facility) outstanding on the last Day of the calendar month immediately preceding the calendar month in which such Monthly True-Up Date occurs and (iii) all interest and fees accrued and unpaid on the foregoing items in clauses (i) and (ii) on the last Day of the calendar month immediately preceding the calendar month in which such Monthly True-Up Date occurs (such sum of the amounts in clauses (a) and (b), the “Aggregate Liability

Amount”), exceeds $2,000,000,000, as determined by MLC, which determination shall be binding on the Parties absent manifest error.

(b) MLC shall have no obligation to enter into any CO Supply Contract, any RP Sales Contract, any PESRM-MLC Secured Prepay Transaction, any MLC-PESIC Secured Prepay Transaction or any Cover Transaction if, as of any Day, the aggregate notional value (measured in U.S. Dollars) of all “Prepay Transactions” under and as defined in the MLC-PESIC ISDA Master Agreement outstanding as of such Day exceeds $1,500,000,000, as determined by MLC, which determination shall be binding on the Parties absent manifest error.

Section 6.25 [**] No Title to Hydrocarbons. For the avoidance of doubt, except as [**] may hold title to Hydrocarbons in connection [**], in no event shall [**].

ARTICLE VII.

INDEMNITIES

Section 7.01 Indemnities.

(a) PESRM’s Duty to Indemnify. Without duplication of any indemnity provided for in Section 7.01(b), to the fullest extent permitted by Applicable Law, PESRM shall defend, indemnify and hold harmless MLC, its Affiliates, and their respective advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers and representatives from and against any Liabilities directly or indirectly arising out of (i) any breach by (x) PESRM of any covenant contained in this Agreement, any other PESRM Transaction Document, the PESIC-PESRM ISDA Master Agreement or other PESIC-PESRM Secured Prepay Transaction Document or the PESRM-MLC ISDA Master Agreement or in connection therewith or (y) PESIC of any covenant contained in the PESIC-PESRM ISDA Master Agreement, any other PESIC-PESRM Secured Prepay Transaction Document, the MLC-PESIC ISDA Master Agreement or any other MLC-PESIC Secured Prepay Transaction Document or made in connection therewith, (ii) any representation or warranty of (x) PESRM made in this Agreement, any other PESRM Transaction Document, the PESIC-PESRM ISDA Master Agreement or the PESRM-MLC ISDA Master Agreement or in connection therewith or (y) PESIC made in the PESIC-PESRM ISDA Master Agreement, any other PESIC-PESRM Secured Prepay Transaction Document, the MLC-PESIC ISDA Master Agreement or any other MLC-PESIC Secured Prepay Transaction Document, in each case, proving to be false or misleading, (iii) any failure by PESRM or PESIC to comply with or observe any Applicable Law (including Environmental Laws and the failure to obtain or maintain any Environmental Permits), (iv) the failure to comply with Renewable Fuel Standards including requirements therein for RVOs and RINs, and all other requirements of 40 C.F.R. Part 80, (v) PESRM’s or PESIC’s negligence or willful misconduct, (vi) any indemnification by MLC of PESIC or any other Indemnified Party (as defined in the Framework Agreement) other than an MLC Caused

Indemnity or (vii) injury, disease or death of any person, damage to or loss of any property or any fine or penalty, any of which is caused by PESRM, PESIC or either of its advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers or representatives in the exercise of any of the rights granted under this Agreement or any other PESRM Transaction Documents, the PESIC-PESRM ISDA Master Agreement, the other PESIC-PESRM Secured Prepay Transaction Documents, the MLC-PESIC ISDA Master Agreement, the other MLC-PESIC Secured Prepay Transaction Documents or the PESRM-MLC ISDA Master Agreement except to the extent that such injury, disease, death, or damage to or loss of property was caused by any MLC Event.

(b) PESRM Indemnities with respect to Certain Contracts. Without duplication of any indemnity provided for in Section 7.01(c), to the fullest extent permitted by Applicable Law, PESRM shall defend, indemnify and hold harmless MLC, its Affiliates and their respective advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers and representatives from and against any Liabilities or claims directly or indirectly arising out of or relating to this Agreement, any other Transaction Documents, any CO Supply Contract, any PESRM-MLC Secured Prepay Transaction, any RP Sales Contract or any Cover Transaction, any MLC-PESIC Secured Prepay Transaction, any PESIC-PESRM Secured Prepay Transaction or MLC’s or any counterparty’s performance hereunder or thereunder (it being understood that any gains in connection therewith shall be for PESRM’s account), including:

(i) any actual or alleged failure by PESRM or PESIC to receive from, or deliver to, MLC or PESIC, as applicable, at the CO Delivery Point, the RP Delivery Point or the Product Purchaser Delivery Point or any delivery point pursuant to a PESRM-MLC Secured Prepay Transaction or any delivery point pursuant to a PESIC-PESRM Secured Prepay Transaction or any delivery point pursuant to a MLC-PESIC Secured Prepay Transaction, as applicable, on any Day, any Hydrocarbons that were scheduled to be received from, or delivered to, MLC or PESIC, as applicable, on such Day under any PESRM Transaction, Cover Transaction, PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction or PESIC-PESRM Secured Prepay Transaction and that MLC or PESIC was, at the time of such PESRM failure, obligated to buy and receive from a seller, or sell and deliver to a purchaser under (x) any CO Supply Contract, any PESRM-MLC Secured Prepay Transaction, any MLC-PESIC Secured Prepay Transaction, any PESIC-PESRM Secured Prepay Transaction, any RP Sales Contract or any Cover Transaction or (y) any other purchase or sale of such Hydrocarbons, as applicable, that was entered into by MLC pursuant to this Agreement;

(ii) any actual or alleged failure of any Hydrocarbon delivered pursuant to a CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract, Cover Transaction or PESIC-PESRM Secured Prepay

Transaction to conform to the specifications set forth in such CO Supply Contract, RP Sales Contract or Cover Transaction, PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction or PESIC-PESRM Secured Prepay Transaction;

(iii) any actual or alleged breach by MLC of any representations and warranties relating to the Principal Terms of, or contained in the general terms and conditions applicable to, any CO Supply Contract, PESRM-MLC Secured Prepay Transaction, RP Sales Contract or Cover Transaction, but in each case excluding any actual or alleged breach by MLC of any such representations and warranties in respect of organization, powers, due authorization, enforceability, no conflicts, litigation and compliance with laws and material agreements that are specific to MLC;

(iv) without duplication of any indemnity provided for in any other subclause of this Section 7.01(b), any actual or alleged breach by MLC of any term of any CO Supply Contract, any PESRM-MLC Secured Prepay Transaction, any RP Sales Contract, any Cover Transaction or any Third Party Consent Agreement;

(v) any actual or alleged breach by any counterparty of any term of any CO Supply Contract, any RP Sales Contract, any Cover Transaction or any Third Party Consent Agreement;

(vi) any allocation of Refined Products among outstanding RP Sales Contracts in respect of any shortfall in supply; or

(vii) any actual or alleged breach by MLC of any actual or alleged contractual duty of MLC to use commercially reasonable efforts to mitigate damages to the counterparty to any RP Sales Contract in sourcing Refined Products to cover any failure to deliver Refined Products under such RP Sales Contract.

provided, that PESRM shall have no duty to indemnify MLC in accordance with this Section 7.01(b) to the extent due to (x) any MLC Event; or (y) arising, directly or indirectly, from the bankruptcy or insolvency of a third party seller or third party purchaser under any CO Supply Contract, RP Sales Contract or Cover Transaction.

(i) Without limiting the above-described indemnities, PESRM shall defend, indemnify and hold harmless MLC, its Affiliates, and their respective advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers and representatives from and against any Liabilities (including the costs of any Response, natural resources damages, personal injury and property damages, civil and criminal penalties and defense

costs including reasonable attorneys’ fees and disbursements) under any applicable Environmental Law (including the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq., CERCLA, and the Pennsylvania Land Recycling and Environmental Remediation Standards Act, 35 P.S. §§6026.101 et seq. or any successor statutes thereto) resulting from the transportation and/or delivery to and from, and operations at, the Refinery or any other PESRM Infrastructure, except to the extent that such liability is due to the negligence or willful misconduct on the part of MLC, its Affiliates or any of their respective agents, consultants, contractors, directors, employees, officers or representatives; provided, that MLC shall not be responsible for any failure relating to the negligence or willful misconduct of PESRM, its Affiliates or any of their respective agents, consultants, contractors, directors, employees, officers, managers or representatives, in each case when acting as a consultant to MLC.

(d) PESRM Tax Indemnification.

(i) To the fullest extent permitted by Applicable Law, PESRM shall defend, indemnify and hold harmless MLC and its Affiliates against the amount of all Indemnifiable Taxes, and all penalties and interest thereon, paid, owing, asserted against, or incurred by MLC and/or its Affiliates directly or indirectly by reason of the procurement, purchase, ownership, storage, transfer, transport, sale or use of the Hydrocarbons or lease or use of any Required Infrastructure pursuant to this Agreement or any other PESRM Transaction Document, or any CO Supply Contract, PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction or any MLC-PESIC Secured Prepay Transaction Document, PESIC-PESRM Secured Prepay Transaction, RP Sales Contract (including any such RP Sales Contract with PESRM, notwithstanding any other tax provision that might be included in such RP Sales Contract with PESRM unless such tax provision makes specific reference to this Section 7.01(d)(i)), or Cover Transaction, or by reason of any other transaction or service contemplated hereunder or thereunder (including any PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction or any MLC-PESIC Secured Prepay Transaction Document, or PESIC-PESRM Secured Prepay Transaction), other than any taxes withheld from a payment made by MLC to a supplier under any CO Supply Contract, PESRM-MLC Secured Prepay Transaction, MLC-PESIC Secured Prepay Transaction or any MLC-PESIC Secured Prepay Transaction Document, PESIC-PESRM Secured Prepay Transaction, or Cover Transaction (which taxes, for the avoidance of doubt, are addressed elsewhere in this Agreement, including in the definitions and treatment of CO Transportation and Other Costs and Cover Transportation and Other Costs). In the event that PESRM is not permitted to pay such Indemnifiable Taxes, other amounts due from PESRM to MLC under the PESRM Transaction Documents shall be adjusted such that PESRM shall bear the economic burden of the Indemnifiable Taxes.

(ii) To the extent permitted by Applicable Law, PESRM shall be required to pay when due such Indemnifiable Taxes described in Section 7.01(d)(i) unless there is an applicable exemption from such Indemnifiable Tax, with written confirmation of such tax exemption to be contemporaneously provided to MLC. To the extent that MLC is the Person required by law to collect and account to the applicable tax authority for any such Indemnifiable Taxes, MLC will pay such Indemnifiable Taxes, and any applicable penalties or interest owing or assessed in relation thereto, to the applicable taxing authority, and one-hundred percent (100%) of such Indemnifiable Taxes (and such penalties and interest, to the extent the obligation to make payment of such penalties and interest was not the result of a negligent failure by MLC to timely remit the appropriate amount of taxes to the applicable tax authority) together with an amount equal to any taxes payable by MLC in respect of amounts paid or payable to MLC under this Section 7.01(d)(ii), shall be added to invoices as separately stated charges and paid in full by PESRM in accordance with the terms of this Agreement, unless PESRM is exempt from such Indemnifiable Taxes and timely furnishes MLC with a certificate of exemption, and, to the extent (i) such invoices are satisfied in full by PESRM or (ii) other amounts due under the PESRM Transaction Documents are adjusted such that PESRM has borne the economic burden of the Indemnifiable Taxes, MLC shall assume any and all responsibility for any interest and penalty assessments made by a tax authority against either Party to the extent such interest and penalties are assessed due to a failure by MLC to promptly remit the applicable Indemnifiable Taxes to the relevant tax authority following PESRM’s satisfaction of such invoices or such adjustment of payments under the PESRM Transaction Documents.

(iii) Each Party will reasonably cooperate with the other to minimize liability for any Indemnifiable Taxes to the extent legally permissible. Each Party will provide and make available to the other upon request any direct pay permits, resale certificates, multiple points of use certificates, treaty certification, information regarding out-of state (or out-of-country) sales or use of equipment, materials, or services, and other exemption certificates or information reasonably requested by the other Party. To the extent PESRM is exempt from any Indemnifiable Taxes, it will provide MLC with a copy of the applicable tax exemption (or direct pay or resale certificate, as applicable), and, to the extent such exemption or certifications are reasonably acceptable to MLC, MLC will not bill or charge PESRM for such Indemnifiable Taxes. MLC will, upon written request of PESRM and at the sole cost and expense of PESRM, cooperate and use commercially reasonable efforts to assist PESRM’s (i) lawful claims for any exemptions from any sales or services taxes, and (ii) lawful attempts to recoup or recover any VAT, similar taxes or other recoverable taxes. At the sole cost and expense of PESRM, MLC will register as promptly as possible for all benefits for which it is eligible under the

Keystone Opportunity Improvement Zone and will take all commercially reasonable efforts to maintain such benefits.

(iv) If PESRM disputes MLC’s determination that any Indemnifiable Tax not the subject of a Proceeding is due with respect to transactions under the PESRM Transaction Documents, or any documents related to the MLC-PESIC Secured Prepay Transactions, the PESIC-PESRM Secured Prepay Transactions, PESRM shall have the right to seek an administrative determination from the applicable taxing authority that no such Indemnifiable Tax is due, subject to its agreeing to indemnify MLC for the entire amount of such disputed Indemnifiable Tax (including any associated interest and/or late penalties), and any tax payable by MLC in respect of any amounts paid or payable to MLC under this Section 7.01(d)(iv), should such Indemnifiable Tax be determined applicable. MLC shall agree to reasonably cooperate with PESRM, at PESRM’s cost and expense, in the event PESRM determines to seek such an administrative determination in respect of the disputed Indemnifiable Taxes.

(v) PESRM and MLC shall be required to promptly inform each other in writing of any assertion by a taxing authority of additional Liability for Indemnifiable Taxes relating to the PESRM Transactions, the CO Supply Contracts, the MLC-PESIC Secured Prepay Transactions, the PESRM-MLC Secured Prepay Transactions, the RP Sales Contracts, the Cover Transactions or PESIC-PESRM Secured Prepay Transactions. Any such Proceeding against MLC with respect to such asserted Liability (including any settlement thereof) shall be under MLC’s direction, but PESRM shall be consulted and, if the Proceeding solely relates to Indemnifiable Taxes relating to the PESRM Transactions, the CO Supply Contracts, the PESRM-MLC Secured Prepay Transactions, the RP Sales Contracts, the Cover Transactions, the MLC-PESIC Secured Prepay Transactions or the PESIC-PESRM Secured Prepay Transactions, as applicable, and no other matters, then MLC shall not settle or otherwise compromise the relevant claim without PESRM’s consent (such consent not to be unreasonably withheld, delayed or conditioned). Any Proceeding against PESRM with respect to such asserted Liability (including any settlement thereof) shall be under PESRM’s direction, but MLC shall be consulted. In any event, PESRM and MLC shall fully cooperate with each other as to the asserted Liability. PESRM shall bear all of the reasonable costs of any such Proceeding undertaken by either Party. If MLC, acting in good faith and a commercially reasonable manner, concludes that any rebates or refunds it receives from any tax authority are in respect of Indemnifiable Taxes that were paid or borne by PESRM, it will pay such rebate or refunds to PESRM or otherwise adjust the payments under this Agreement such that PESRM shall have the economic benefit of such rebates or refunds.

(vi) This Section 7.01(d) shall survive until ninety (90) days after the expiration of the statute of limitation for the assessment, collection and levy of any Indemnifiable Tax.

(e) MLC’s Duty to Indemnify. Subject to Section 14.04(i), to the fullest extent permitted by Applicable Law MLC shall defend, indemnify and hold harmless PESRM, its Affiliates, and their respective advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers and representatives from and against any Liabilities directly or indirectly arising out of (i) any breach by MLC of any covenant or agreement contained in this Agreement, any other PESRM Transaction Document, the PESRM-MLC ISDA Master Agreement or made in connection therewith, (ii) any representation or warranty of MLC made in this Agreement, any other PESRM Transaction Document, the PESRM-MLC ISDA Master Agreement or in connection therewith, in each case, proving to be false or misleading, (iii) any failure by MLC to comply with or observe any Applicable Law (including Environmental Laws), (iv) MLC’s negligence or willful misconduct, or (v) injury, disease, or death of any person, damage to or loss of any property, or any fine or penalty, any of which is caused by MLC or its advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers or representatives in the exercise of any of the rights granted under this Agreement or any other PESRM Transaction Documents except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of PESRM, its Affiliates or any of their respective advisors, agents, attorneys, consultants, contractors, directors, employees, officers, managers or representatives.

(f) Notice of Indemnity Claim. The Party to be indemnified (the “Indemnified Party” shall notify the other Party (the “Indemnifying Party”) as soon as practicable after receiving notice of any Proceeding brought against the Indemnified Party which may give rise to the Indemnifying Party’s obligations under this Agreement and for which the Indemnified Party, at its election and upon notice to the Indemnifying Party, intends to exercise such right to indemnification (such Proceeding a “Third Party Claim”), and shall furnish to the Indemnifying Party the complete details of such Third Party Claim within its knowledge. Any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations except to the extent (if any) that the Indemnifying Party shall have been materially prejudiced by reason of such delay or failure.

(g) Defense of Indemnity Claim. The Indemnifying Party shall have the right to assume the defense, at its own expense, of any Third Party Claim and to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including to employ and engage counsel of its own choice; provided, that such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding the Indemnifying Party’s appointment of counsel to represent an Indemnified Party, the Indemnified Party shall have the

right to employ separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present a conflict of interest or (ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim, provided that appointment within 30 Days after notice of the institution of such Third Party Claim shall be considered reasonable for the purposes of this section, and provided further that the Indemnified Party shall have the right to appoint separate counsel only after the receipt by the Indemnifying Party of a notice provided by the Indemnified Party that counsel has not been employed within a reasonable time after the institution of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Proceeding suit that the Indemnifying Party defends, including, if appropriate, making any counterclaim or cross-complaint. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party, provided that the Indemnified Party shall provide, promptly upon request of the Indemnifying Party, evidence (which may be in the form of an invoice or receipt for such costs) of any such costs incurred up to the date of such request. Without in any way limiting the foregoing obligation of the Indemnifying Party with respect to cooperation by the Indemnified Party in connection with such Third Party Claim, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third Party Claim.

(h) Settlement of Third Party Claims. No Third Party Claim may be settled or compromised (i) by the Indemnified Party without the consent of the Indemnifying Party or (ii) by the Indemnifying Party without the consent of the Indemnified Party. Notwithstanding the foregoing, an Indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceedings after the occurrence and during the continuance of an Event of Default by the Indemnifying Party.

(i) Insurance. The mere purchase and existence of insurance does not reduce or release either Party from any liability incurred or assumed under this Agreement.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES OF THE TRANSACTION PARTIES

Each Transaction Party represents and warrants to MLC as of the Effective Date and as of each Day of the Term on which there is any outstanding transaction pursuant to any Applicable PESRM Transaction Document or the PESIC-PESRM ISDA Master Agreement:

Section 8.01 Organization; Powers. Each Transaction Party (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.

Section 8.02 Authorization; Enforceability. Each Applicable PESRM Transaction Document and the PESIC-PESRM ISDA Master Agreement and each transaction contemplated hereunder and thereunder entered into by each Transaction Party are within such Transaction Party’s powers and have been duly authorized by all necessary limited liability company action on the part of such Transaction Party. This Agreement has been duly executed and delivered by each Transaction Party and constitutes, and each other Applicable PESRM Transaction Document to which any Transaction Party is to be a party, when executed and delivered by such Transaction Party (and the PESIC-PESRM ISDA Master Agreement, when executed and delivered by PESRM), will constitute, a legal, valid and binding obligation of such Transaction 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 8.03 No Conflicts; Material Contracts.

(a) Each Applicable PESRM Transaction Document and the PESIC-PESRM ISDA Master Agreement and each transaction contemplated hereunder and thereunder (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority having authority over any Transaction Party, except (1) such as has been obtained or made and is in full force and effect, (2) filings necessary to perfect or maintain Liens created by the Applicable PESRM Transaction Documents and (3) consents, approvals, registrations, filings, permits or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (ii) does not violate the Organizational Documents of any Transaction Party, (iii) does not violate any Applicable Law, except for any such violation which could not reasonably be expected to result in a Material Adverse Effect, (iv) except as set forth on Schedule 8.03(a), does not violate or result in a default or require any consent or approval under any Material Contract binding upon any Transaction Party or its property, or the Senior Secured Credit Facility Documents, or give rise to a right under any of the foregoing to require any payment to be made by any Transaction Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (v) does not result in the creation or imposition of any Lien on any property of any Transaction Party, except Permitted Liens.

(b) As of the Effective Date, except as specified on Schedule 8.03(b), PESRM is party to such contracts, agreements or arrangements as are required for the operation of the Refinery and the business of PESRM, and all such agreements are in full force and effect.

Section 8.04 Financial Statements; Projections.

(a) Financial Statements. All financial statements delivered pursuant to Sections 10.01(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 PESRM 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 10.01(b) and (c), the absence of footnote disclosures and normal year-end adjustments.

(b) No Material Adverse Effect. Since the Effective Date, 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.

Section 8.05 Properties.

(a) Generally. Each Transaction Party has good title to, a license to or valid leasehold interests in, all its property material to its business, 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 could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The property of the Transaction Parties, 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 Transaction Parties as presently conducted.

(b) No Casualty Event. No Transaction Party 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.

(c) Collateral. No claim has been made and remains outstanding that any Transaction 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 8.06 Intellectual Property. Each Transaction Party owns, licenses or possesses the right to use all of the IP Rights that are necessary for the operation of its respective business, as currently conducted, and such IP Rights do not conflict with the rights of any other Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The conduct of the business of any Transaction Party as currently conducted or as contemplated to be conducted does not infringe upon or violate any rights held by any other Person except for such infringements and violations which, individually or in the aggregate, could not reasonably be

expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of PESRM, threatened in writing which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 8.07 Equity Interests and Subsidiaries. As of the Effective Date, each Transaction Party has no Subsidiaries other than those set forth on Schedule 8.07 and all of the outstanding Equity Interests in such Subsidiaries that are owned by a Transaction Party have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction) and are owned free and clear of all Liens except Permitted Liens.

Section 8.08 Litigation; Compliance with Laws; Permits; and Agreements.

(a) Except as set forth on Schedule 8.08(a), there are no Proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Transaction Party, threatened in writing against or affecting any Transaction Party or any business, property or rights of any Transaction Party (i) that involve this Agreement, any other Applicable PESRM Transaction Document or the PESIC-PESRM ISDA Master Agreement or, as of the Effective Date, any of the other transactions contemplated hereunder or thereunder 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 (but only with respect to clauses (ii) and (iii) thereof).

(b) Except for matters covered by Section 8.18, no Transaction Party or any of its property is in violation of, nor will the continued operation of its property as currently conducted or contemplated by the Applicable PESRM Transaction Documents or the PESIC-PESRM ISDA Master Agreement violate any Applicable Law where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(c) Except as set forth on Schedule 8.08(c) and except for matters covered by Section 8.18, PESRM has all Material Permits required for PESRM to conduct business at and operate all PESRM Infrastructure, including the Refinery, under Applicable Law. (i) No event has occurred within the one (1) year prior to the date hereof that remains unresolved, and no circumstance or condition exists, that (with or without notice or lapse of time or both) would reasonably be expected to constitute or result in a material violation by PESRM or a failure of PESRM to comply with the terms of any such Material Permit, the result of which could not reasonably be expected to result in a Material Adverse Effect; (ii) no Transaction Party has received any written notification that any such Material Permit is not in full force and effect, has been violated in any material respect, or is subject to any suspension, revocation, modification or cancellation, except, in each case, as could not reasonably be expected to result in a Material Adverse Effect; and (iii) there is no Proceeding pending or, to the knowledge of the Transaction Parties, threatened regarding suspension, revocation, modification or cancellation of any

such Material Permit, the result of which could be reasonably expected to result in a Material Adverse Effect.

(d) Each Transaction Party is in compliance with all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, no Default has occurred and is continuing. On any Day of the Term following the Effective Date that this representation is made, no Event of Default has occurred and is continuing.

Section 8.09 [Reserved].

Section 8.10 [Reserved].

Section 8.11 Investment Company Act. No Transaction Party is an “investment company” or a company “controlled” by an “investment company,” as defined in, or is subject to regulation under, the Investment Company Act of 1940, as amended.

Section 8.12 [Reserved].

Section 8.13 Taxes. Each Transaction Party has (a) timely filed or caused to be timely filed all federal Tax Returns and all material state, local and foreign Tax Returns required to have been filed by it and all such Tax Returns are true and correct in all material respects, (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 Transaction Party has set aside on its books adequate reserves in accordance with GAAP or (ii) which 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 Transaction Party has made adequate provision in accordance with GAAP for all material Taxes not yet due and payable. Each Transaction Party 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.

Section 8.14 No Material Misstatements. No written information, report, financial statement, certificate, instrument, exhibit or schedule furnished by or on behalf of any Transaction Party to MLC in connection with the negotiation of any Transaction Document or the PESIC-PESRM ISDA Master Agreement or included therein or delivered pursuant thereto, 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 Transaction Party represents only that such information, report, financial statement, exhibit or schedule has been prepared in good faith by PESRM, based on the assumptions stated therein (which assumptions are believed by PESRM as of the time of the

preparation thereof to be reasonable), it being understood that such projections or forecasts may vary from actual results and that such variances may be material.

Section 8.15 Labor Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Transaction Party pending or, to the knowledge of any Transaction Party, threatened. The hours worked by and payments made to employees of each Transaction Party have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other Applicable Law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Transaction Party, or for which any claim may be made against any Transaction Party, 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 Transaction Party except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of this Agreement, the Applicable PESRM Transaction Documents or any documents related to the PESIC-PESRM Secured Prepay Transactions and each transaction contemplated hereunder and thereunder 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 Transaction Party is bound.

Section 8.16 Solvency. Immediately after the consummation of the transactions contemplated by the Effective Date PESRM Transaction Documents and all documents related to the PESIC-PESRM Secured Prepay Transactions, (a) the sum of the present fair saleable value of the assets owned by the Transaction 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 Transaction 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 Transaction Parties do not, on a consolidated basis, have unreasonably small capital in relation to their business, and (c) the Transaction 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 8.17 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 Transaction Party and its ERISA Affiliates, and each Plan, 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 Transaction Party or the imposition of a Lien on any of the property of any Transaction Party, (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 Pension 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 Pension Plan, (iv) using actuarial assumptions and computation methods consistent with subpart I of subtitle E of

Title IV of ERISA, no Transaction Party 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 and (v) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified.

(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 Law and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) no Transaction Party 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 Transaction Party on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, (iv) for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued, and (v) any employer and employee contributions under any Applicable Law or by the terms of any Foreign Plan have been made, or if applicable accrued, in accordance with accepted accounting practices.

Section 8.18 Environmental Matters.

(a) Except as set forth in Schedule 8.18 (as may be updated by the Transaction Parties from time to time with the prior written consent of MLC), 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 Transaction Parties and their businesses, operations and Real Property are in compliance with, and the Transaction Parties have no liability under, any Environmental Law; and under the currently effective business plan of the Transaction Parties, no expenditures or operational adjustments which are not provided for in such business plan will be required during the next five years in order to comply with applicable Environmental Laws in effect as of the date of this Agreement;

(ii) PESRM has all Environmental Permits required for PESRM to conduct its business at and operate all PESRM Infrastructure, including the Refinery, in accordance with Environmental Law. (i) All such Environmental Permits are valid and in good standing and, where subject to renewal and/or transfer, the Transaction Parties have timely submitted complete renewal and/or transfer applications; and (ii) there are no Proceedings pending or, to the knowledge of the Transaction Parties, threatened which could reasonably be expected to affect the validity of any such Environmental Permit or the ability of the Transaction Parties to renew, modify or transfer any Environmental Permits as required under any