Common use of Certain Regulatory Matters Clause in Contracts

Certain Regulatory Matters. (a) If Citi shall determine, in its sole judgment, that as a result of (i) the taking effect of any Applicable Law after the date hereof, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing of any action in a court of competent jurisdiction (regardless of whether related to Citi) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority (each, a “Regulatory Event”), Citi or any of its Affiliates is or would (A) not be permitted to hold, store, transport, buy, finance, sell or own any or certain of the commodities subject to the transactions contemplated by the Transaction Documents, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and the other Transaction Documents, or (D) were it to continue to hold, store, transport, buy, finance, sell or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents or perform any such obligations, and taking into account other commodities and the volumes thereof held by Citi or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities in writing of such determination (a “Regulatory Event Notice”). Promptly following the sending of a Regulatory Event Notice, Citi shall propose what actions or steps, if any, the Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity shall consider any such actions or steps in good faith. If, in Citi’s sole judgment, Citi is able to identify actions or steps that can be implemented with respect to the transactions contemplated by this Agreement and the other Transaction Documents without adversely impacting the business conducted by Citi and its Affiliates generally, including, without limitation, without resulting in Citi or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in Citi’s sole judgment, Citi is unable to identify such actions or steps or the Parties are unable to implement any actions and steps that have been so identified, then Citi may, by written notice to the Delek Entities (a “Regulatory Termination Notice”), elect to terminate this Agreement in the manner provided for in Article 21 on such date as Citi shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 21; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice shall occur at least ninety (90) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; provided that the Parties, in Citi’s reasonable judgment, have sufficient time to effect a termination pursuant to Article 21 hereof and (y) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the option under Section 10.3(c) is exercised, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in sub-section (y) of the preceding sentence, Citi will also provide to the Delek Entities an estimate of such Additional Costs which Citi shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to Citi. (b) If Citi gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effective, then without limiting the minimum ninety (90) day notice period required under sub-section (a) above, such Regulatory Termination Notice shall not become effective prior to the date on which such rule or regulation becomes effective. (c) If Citi gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS may elect, by written notice to Citi, to compensate Citi from time to time for such Additional Costs incurred by Citi and so long as DKTS compensates Citi for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to Citi, DKTS shall become obligated to pay all Additional Costs thereafter incurred, subject to sub-section (iv) below, and without limiting such obligation Citi may require that DKTS execute such further documents or instruments as Citi may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Citi in accordance with its internal procedures and shall include Additional Costs directly arising from this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocable, on a pro rata basis, to this Agreement, such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Citi to DKTS on a monthly basis and be due and payable in the monthly settlement provided for under Section 11.2 hereof and (iv) DKTS may elect to cease compensating Citi for such Additional Costs by written notice which shall be effective one-hundred twenty (120) days after being given, in which case Citi may reinstate its Regulatory Termination Notice with respect to such Additional Costs.

Certain Regulatory Matters. (a) If Citi Aron shall determine, in its sole reasonable judgment, that as a result of (i) the taking effect of any Applicable Law after the date hereof, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing entry of any action a final, non-appealable judgment or order in a court of competent jurisdiction (regardless of whether related to CitiAron) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority Authority, including, without limitation, any of the foregoing events described in clauses (i)-(iv) arising from or relating to either the Federal Reserve Notice of Proposed Rulemaking or the Federal Reserve 620 Report and whether occurring before or after the Effective Date (each, a “Regulatory Event”), Citi Aron or any of its Affiliates is or would (A) not be permitted to hold, store, transport, buy, finance, sell or own any or certain of the commodities subject to the transactions contemplated by the Transaction Documents, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and the other Transaction Documents, or (D) were it to continue to hold, store, transport, buy, finance, sell or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents or perform any such obligations, and taking into account other commodities and the volumes thereof held by Citi Aron or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities Company in writing of such determination (a “Regulatory Event Notice”). Promptly following the sending of a Regulatory Event Notice, Citi Aron shall propose what actions or steps, if any, the either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity the Company shall consider any such actions or steps in good faith. If, in CitiAron’s sole reasonable judgment, Citi is able to identify such actions or steps that can be implemented with respect to the transactions contemplated by this Agreement and the other Transaction Documents without adversely impacting the business conducted by Citi Aron and its Affiliates generally, including, without limitation, without resulting in Citi Aron or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in CitiAron’s sole reasonable judgment, Citi is unable to identify no such actions or steps are so identified or the Parties are unable to implement any actions and steps that have been so identified, then Citi Aron may, by written notice to the Delek Entities Company (a “Regulatory Termination Notice”), elect to terminate this Agreement in the manner provided for in Article 21 20 on such date as Citi Aron shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 2120; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice shall occur at least ninety one hundred and twenty (90120) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; provided that the Parties, in Citi’s reasonable judgment, have sufficient time to effect a termination pursuant to Article 21 hereof month and (y) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the Company exercises its option under Section 10.3(c9.6(b) is exercisedbelow, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in sub-section clause (y) of the preceding sentence, Citi Aron will also provide to the Delek Entities Company an estimate of such Additional Costs which Citi Aron shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to CitiAron. (b) If Citi gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effective, then without limiting the minimum ninety (90) day notice period required under sub-section (a) above, such Regulatory Termination Notice shall not become effective prior to the date on which such rule or regulation becomes effective. (c) If Citi Aron gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS the Company may elect, by written notice to CitiAron, to compensate Citi Aron from time to time for such Additional Costs incurred by Citi Aron and so long as DKTS the Company compensates Citi Aron for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to CitiAron, DKTS the Company shall become obligated to pay all Additional Costs thereafter incurred, subject to sub-section clause (iv) below, and without limiting such obligation Citi Aron may require that DKTS the Company execute such further documents or instruments as Citi Aron may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Citi Aron in accordance with its internal procedures and shall include Additional Costs directly arising from this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocable, on a pro rata basis, to this Agreement, such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Citi Aron to DKTS the Company on a monthly basis and be due and payable within three (3) Business Days after invoicing, it being acknowledged that to the extent feasible, Aron will endeavor to include such Additional Costs in the monthly settlement provided for under Section 11.2 10.2 hereof and (iv) DKTS the Company may elect to cease compensating Citi Aron for such Additional Costs by written notice which shall be effective one-hundred twenty (120) 120 days after being given, in which case Citi Aron may reinstate its Regulatory Termination Notice with respect to such Additional Costs. (c) As used herein, “Federal Reserve Notice of Proposed Rulemaking” means the notice of proposed rulemaking issued by the Board of Governors of the Federal Reserve System titled “Risk-based Capital and Other Regulatory Requirements for Activities of Financing Holding Companies Related to Physical Commodities and Risk-based Capital Requirements for Merchant Banking Investments” (Docket No. R-1547; RIN 7100 AE-58); and “Federal Reserve 620 Report” means the Report to the Congress and the Financial Stability Oversight Council Pursuant to Section 620 of the Dodd-Frank Act issued in September 2016 by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency.

Certain Regulatory Matters. (a) If Citi Xxxx shall determine, in its sole reasonable judgment, that as a result of (i) the taking effect of any Applicable Law after the date hereof, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing entry of any action a final, non-appealable judgment or order in a court of competent jurisdiction (regardless of whether related to CitiXxxx) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority Authority, including, without limitation, any of the foregoing events described in clauses (i)-(iv) arising from or relating to either the Federal Reserve Notice of Proposed Rulemaking or the Federal Reserve 620 Report and whether occurring before or after the Effective Date (each, a “Regulatory Event”), Citi Xxxx or any of its Affiliates is or would (A) not be permitted to hold, store, transport, buy, finance, sell or own any or certain of the commodities subject to the transactions contemplated by the Transaction Documents, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and the other Transaction Documents, or (D) were it to continue to hold, store, transport, buy, finance, sell or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents or perform any such obligations, and taking into account other commodities and the volumes thereof held by Citi Xxxx or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities Company in writing of such determination (a “Regulatory Event Notice”). Promptly following the sending of a Regulatory Event Notice, Citi Xxxx shall propose what actions or steps, if any, the either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity the Company shall consider any such actions or steps in good faith. If, in CitiAron’s sole reasonable judgment, Citi is able to identify such actions or steps that can be implemented with respect to the transactions contemplated by this Agreement and the other Transaction Documents without adversely impacting the business conducted by Citi Xxxx and its Affiliates generally, including, without limitation, without resulting in Citi Xxxx or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in CitiAron’s sole reasonable judgment, Citi is unable to identify no such actions or steps are so identified or the Parties are unable to implement any actions and steps that have been so identified, then Citi Xxxx may, by written notice to the Delek Entities Company (a “Regulatory Termination Notice”), elect to terminate this Agreement in the manner provided for in Article 21 20 on such date as Citi Xxxx shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 2120; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice shall occur at least ninety one hundred and twenty (90120) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; provided that the Parties, in Citi’s reasonable judgment, have sufficient time to effect a termination pursuant to Article 21 hereof month and (y) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the Company exercises its option under Section 10.3(c9.6(b) is exercisedbelow, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in sub-section clause (y) of the preceding sentence, Citi Xxxx will also provide to the Delek Entities Company an estimate of such Additional Costs which Citi Xxxx shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to CitiXxxx. (b) If Citi gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effective, then without limiting the minimum ninety (90) day notice period required under sub-section (a) above, such Regulatory Termination Notice shall not become effective prior to the date on which such rule or regulation becomes effective. (c) If Citi Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS the Company may elect, by written notice to CitiXxxx, to compensate Citi Xxxx from time to time for such Additional Costs incurred by Citi Xxxx and so long as DKTS the Company compensates Citi Xxxx for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to CitiXxxx, DKTS the Company shall become obligated to pay all Additional Costs thereafter incurred, subject to sub-section clause (iv) below, and without limiting such obligation Citi Xxxx may require that DKTS the Company execute such further documents or instruments as Citi Xxxx may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Citi Xxxx in accordance with its internal procedures and shall include Additional Costs directly arising from this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocable, on a pro rata basis, to this Agreement, such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Citi Xxxx to DKTS the Company on a monthly basis and be due and payable within three (3) Business Days after invoicing, it being acknowledged that to the extent feasible, Xxxx will endeavor to include such Additional Costs in the monthly settlement provided for under Section 11.2 10.2 hereof and (iv) DKTS the Company may elect to cease compensating Citi Xxxx for such Additional Costs by written notice which shall be effective one-hundred twenty (120) 120 days after being given, in which case Citi Xxxx may reinstate its Regulatory Termination Notice with respect to such Additional Costs. (c) As used herein, “Federal Reserve Notice of Proposed Rulemaking” means the notice of proposed rulemaking issued by the Board of Governors of the Federal Reserve System titled “Risk-based Capital and Other Regulatory Requirements for Activities of Financing Holding Companies Related to Physical Commodities and Risk-based Capital Requirements for Merchant Banking Investments” (Docket No. R-1547; RIN 7100 AE-58); and “Federal Reserve 620 Report” means the Report to the Congress and the Financial Stability Oversight Council Pursuant to Section 620 of the Xxxx-Xxxxx Act issued in September 2016 by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency.

Certain Regulatory Matters. (a) If Citi Macquarie shall determine, in its sole reasonable judgment, that as a result of (i) the adoption or taking effect of any Applicable Law after the date hereofLaw, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing of any action in a court of competent jurisdiction (regardless of whether related to Citi) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority (each, a “Regulatory Event”), Citi or any of its Affiliates Macquarie is or would (A) not be permitted to hold, store, transport, buy, finance, sell hold or own any all or certain types of the commodities subject to the transactions contemplated by the Transaction DocumentsCrude Oil and/or Products, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and and/or the other Transaction Documents, Documents or (DC) were it to continue to hold, store, transport, buy, finance, sell hold or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents such Crude Oil and/or Product or perform any such obligations, and taking into account other commodities and the volumes thereof held by Citi or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities Fuels or LW in writing of such determination (a “Regulatory Event Notice”). Promptly following and the sending of a Regulatory Event Notice, Citi Parties shall propose promptly consult in good faith to determine and assess what actions or steps, if any, the either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity shall consider any such actions or steps in good faith. If, in Citi’s sole judgment, Citi is able to If the Parties identify actions or steps that that, in Macquarie’s reasonable judgment, can be implemented with respect to the transactions contemplated by this Agreement and without resulting in Macquarie incurring any additional costs, expenses hereunder or under the other Transaction Documents without adversely impacting the business conducted by Citi and its Affiliates generally, including, without limitation, without resulting in Citi or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilitiesliabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in Citi’s sole judgment, Citi is If the Parties are unable to identify such actions or steps or the Parties are unable to implement any actions and steps that have been so identified, then Citi Macquarie may, so long as such Regulatory Event continues, by written notice to the Delek Entities (a “Regulatory Termination Notice”)Fuels or LW, elect to terminate this Agreement in the manner provided for in Article 21 20 on such date as Citi Macquarie shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 2120; provided however, that (x) (unless such Regulatory Event has or is expected to become mandatorily effective at an earlier date, in which event termination shall be effective at such earlier date) the date specified in such Regulatory Termination Notice notice shall occur at least ninety (90) 120 days after the date such notice is given delivered to Fuels or LW and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; provided that the Parties, in Citi’s reasonable judgment, have sufficient time to effect a termination pursuant to Article 21 hereof and (y) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the option under Section 10.3(c) is exercised, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in sub-section (y) of the preceding sentence, Citi will also provide to the Delek Entities an estimate of such Additional Costs which Citi shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to Citi. (b) If Citi gives a Regulatory Termination Notice relating to Without limiting the generality of the foregoing, following the occurrence of a Regulatory Event that is based on a rule or regulation thatMacquarie may, at the time such notice is givenin its sole discretion, has not yet become effective, then without limiting the minimum ninety (90) day notice period required under sub-section (a) above, such Regulatory Termination Notice shall not become effective prior elect to the date on which such rule or regulation becomes effective. (c) If Citi gives a Regulatory Termination Notice relating propose to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS may elect, by written notice to Citi, to compensate Citi from time to time for such Additional Costs incurred by Citi and so long as DKTS compensates Citi for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to Citi, DKTS shall become obligated to pay all Additional Costs thereafter incurred, subject to sub-section (iv) below, and without limiting such obligation Citi may require that DKTS execute such further documents or instruments as Citi may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Citi in accordance with its internal procedures and shall include Additional Costs directly arising from modify this Agreement, the other Transaction Documents and the transactions contemplated hereby subject hereto and thereby and thereto so that Macquarie shall not be the portion owner of any Hydrocarbons held at Included Locations and that instead all Hydrocarbons held at Included Locations shall constitute Hydrocarbon Credit Support and all Included Locations shall constitute Specified Company Locations, and if Macquarie makes such election, then Fuels or LW shall (and shall cause its Affiliates (other Additional Costs allocablethan Qualified Owners) and third parties to) execute such amendments and modifications to the Transaction Documents, take such other actions and execute and deliver such ancillary documents (including acknowledgments, consents and waivers) as are necessary and appropriate in Macquarie’s judgment to implement such alternative structure; provided however, that (i) Fuels or LW shall not be obligated to execute such amendments and modifications and to take such actions unless such alternative structure as implemented preserves, in all material respects, the economic terms in effect prior to the execution of such implementation, including the pricing and minimum inventory levels applicable to those new Specified Company Locations that were previously Included Locations, and (ii) Fuels or LW may elect, in response to Macquarie’s proposed election to convert to an all Hydrocarbon Credit Support transaction (with no owned Hydrocarbons) as described above, or to terminate this Agreement in accordance with Article 20, such termination to be effective as provided in any written notice delivered by Fuels or LW to Macquarie. In the event that either Fuels or LW or Macquarie elects, based on the occurrence of a pro rata basisRegulatory Event, to terminate this AgreementAgreement as provided in this Section 9.5, then for purposes of such Transaction Documents and such transactions, (iii) such Additional Costs termination the Specified Termination Amount shall be documented and invoiced by Citi equal to DKTS on a monthly basis and be due and payable in the monthly settlement provided for under Section 11.2 hereof and (iv) DKTS may elect to cease compensating Citi for such Additional Costs by written notice which shall be effective one-hundred twenty (120) days after being given, in which case Citi may reinstate its Regulatory Termination Notice with respect to such Additional Costszero.

Certain Regulatory Matters. (a) If Citi Xxxx shall determine, in its sole reasonable judgment, that as a result of (ia) the adoption or taking effect of any Applicable Law after the date hereofLaw, (iib) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iiic) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing of any action in a court of competent jurisdiction (regardless of whether related to Citi) or (ivd) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority (each, a “Regulatory Event”), Citi or any of its Affiliates Xxxx is or would (Ai) not be permitted to hold, store, transport, buy, finance, sell hold or own any all or certain types of the commodities subject to the transactions contemplated by the Transaction DocumentsCrude Oil and/or Products, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (Cii) be unable to perform in any material respect its obligations under this Agreement and and/or the other Transaction Documents, Documents or (Diii) were it to continue to hold, store, transport, buy, finance, sell hold or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents such Crude Oil and/or Product or perform any such obligations, and taking into account other commodities and the volumes thereof held by Citi or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities Company in writing of such determination (a “Regulatory Event Notice”). Promptly following and the sending of a Regulatory Event Notice, Citi Parties shall propose promptly shall consult in good faith to determine and assess what actions or steps, if any, the either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity shall consider any such actions or steps in good faith. If, in Citi’s sole judgment, Citi is able to If the Parties identify actions or steps that that, in Aron’s reasonable judgment, can be implemented with respect to the transactions contemplated by this Agreement and without resulting in Xxxx incurring any additional costs or expenses hereunder or under the other Transaction Documents without adversely impacting the business conducted by Citi and its Affiliates generally, including, without limitation, without resulting in Citi or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilitiesliabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in Citi’s sole judgment, Citi is If the Parties are unable to identify such actions or steps or the Parties are unable to implement any actions and steps that have been so identified, then Citi that so long as such Regulatory Event continues, Xxxx may, by written notice to the Delek Entities (a “Regulatory Termination Notice”)Company, elect to terminate this Agreement in the manner provided for in Article 21 20 on such date as Citi Xxxx shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 21Section 20; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice notice shall occur at least ninety thirty (9030) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; provided that the Partiesfurther that, in Citi’s reasonable judgment, have sufficient time to effect a termination pursuant to Article 21 hereof and (y) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the option under Section 10.3(c) is exercised, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to extent not inconsistent with or in sub-section (y) of the preceding sentence, Citi will also provide to the Delek Entities an estimate of such Additional Costs which Citi shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to Citi. (b) If Citi gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effective, then without limiting the minimum ninety (90) day notice period required under sub-section (a) above, such Regulatory Termination Notice shall not become effective prior to the date on which such rule or regulation becomes effective. (c) If Citi gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS may elect, by written notice to Citi, to compensate Citi from time to time for such Additional Costs incurred by Citi and so long as DKTS compensates Citi for such Additional Costs, this Agreement shall not be terminated on the basis violation of such Regulatory Event Notice; provided that (i) upon giving such notice to Citi, DKTS shall become obligated to pay all Additional Costs thereafter incurred, and subject to sub-section (iv) below, and without limiting such obligation Citi may require that DKTS execute such further documents the expected or instruments as Citi may request to confirm such obligation, (ii) the amount actual effective date of such Additional Costs shall be determined by Citi in accordance with its internal procedures and shall include Additional Costs directly arising from this AgreementRegulatory Event, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocableXxxx will specify a Termination Date occurring at least six (6) months but no more than nine (9) months after such notice, on a pro rata basis, but is under no obligation to this Agreement, specify such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Citi to DKTS on a monthly basis and be due and payable in the monthly settlement provided for under Section 11.2 hereof and (iv) DKTS may elect to cease compensating Citi for such Additional Costs by written notice which shall be effective one-hundred twenty (120) days after being givenlater Termination Date if, in which case Citi Aron’s sole good faith judgment, doing so presents any risk to Xxxx that it may reinstate its Regulatory Termination Notice with respect become subject to such Additional CostsRegulatory Event or any additional material costs, burdens or restrictions as a result thereof.

Certain Regulatory Matters. (a) If Citi Xxxx shall determine, in its sole judgment, that as a result of (i) the taking effect of any Applicable Law after the date hereof, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing of any action in a court of competent jurisdiction (regardless of whether related to CitiXxxx) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority Authority, including, without limitation, any of the foregoing events described in clauses (i)-(iv) arising from or relating to either the Federal Reserve Notice of Proposed Rulemaking or the Federal Reserve 620 Report and whether occurring before or after the Second Restatement Effective Date (each, a “Regulatory Event”), Citi Xxxx or any of its Affiliates is or would (A) not be permitted to hold, store, transport, buy, finance, sell or own any or certain of the commodities subject to the transactions contemplated by the Transaction Documents, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and the other Transaction Documents, or (D) were it to continue to hold, store, transport, buy, finance, sell or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents or perform any such obligations, and taking into account other commodities and the volumes thereof held by Citi Xxxx or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities Company in writing of such determination (a “Regulatory Event Notice”). Promptly following the sending of a Regulatory Event Notice, Citi Xxxx shall propose what actions or steps, if any, the either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity the Company shall consider any such actions or steps in good faith. If, in CitiAron’s sole judgment, Citi Xxxx is able to identify actions or steps that can be implemented with respect to the transactions contemplated by this Agreement and the other Transaction Documents without adversely impacting the business conducted by Citi Xxxx and its Affiliates generally, including, without limitation, without resulting in Citi Xxxx or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in CitiAron’s sole judgment, Citi Xxxx is unable to identify such actions or steps or the Parties are unable to implement any actions and steps that have been so identified, then Citi Xxxx may, by written notice to the Delek Entities Company (a “Regulatory Termination Notice”), elect to terminate this Agreement in the manner provided for in Article 21 20 on such date as Citi Xxxx shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 2120; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice shall occur at least ninety (90) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; the Company provided that the Parties, Parties in CitiAron’s reasonable judgment, judgment have sufficient time to effect a termination pursuant to Article 21 hereof 20 hereof, (y) if a Regulatory Termination Notice is given, an election under Section 9.6(b) is made and the alternative structure contemplated by Section 9.6(b) is implemented, then no termination shall result from such Regulatory Termination Notice and (yz) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the Company exercises its option under Section 10.3(c9.6(d) is exercisedbelow, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in sub-section clause (yz) of the preceding sentence, Citi Xxxx will also provide to the Delek Entities Company an estimate of such Additional Costs which Citi Xxxx shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to CitiXxxx. (b) Without limiting the generality of the foregoing, (i) in the case of Xxxx, concurrently with, and (ii) in the case of the Company following, the giving of a Regulatory Termination Notice, either Party may, in its sole discretion, elect to modify this Agreement, the other Transaction Documents and the transactions subject hereto and thereto so that Xxxx shall not be the owner of any commodities held at Included Locations and that instead all commodities held at Included Locations shall constitute Inventory Collateral and all Included Locations shall constitute Specified Lien Locations, and if such election is made, then the Company shall (and shall cause its Affiliates and third parties to) execute such amendments and modifications to the Transaction Documents, take such other actions and execute and deliver such ancillary documents (including acknowledgments, consents, waivers, security agreements or acknowledgments, UCC financing statements, delivery of legal opinions, etc.) as are necessary and appropriate in Aron’s judgment to implement and confirm the effectiveness such alternative structure. Xxxx may only make the election contemplated by this subsection (b) if it does so concurrently with its giving of the Regulatory Termination Notice. The Company may make the election contemplated by this subsection (b) on a temporary basis prior to the effective date of the Regulatory Termination Notice (provided that is shall advise Xxxx that such election has been made on a temporary basis) and if the Company makes such election on a temporary basis, then during the 90 day period following the date on such election, the Company may (in each case by written notice to Xxxx) elect to continue the election under this subsection (b), elect to pay Additional Costs as contemplated under subsection (d) below if such election is available, or elect to have termination pursuant to such Regulatory Termination Notice become effective on the last day of such 90 day period; provided that if the Company elects to have the Regulatory Termination Notice become effective, Xxxx may, in its discretion, reset the date as of which termination is to be effective pursuant to Article 20 hereof to allow sufficient time for such termination to be effected as contemplated thereby and until such termination date occurs, the Company’s temporary election under this clause (b) shall remain in effect. (c) If Citi Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effectiveeffective (including without limitation any rule or regulation resulting from the Federal Reserve Notice of Proposed Rulemaking), then without limiting the minimum ninety (90) 90 day notice period required under sub-section clause (a) above, such Regulatory Termination Notice shall not become effective prior to the date on which such rule or regulation becomes effective. (cd) If Citi Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS the Company may elect, by written notice to CitiXxxx, to compensate Citi Xxxx from time to time for such Additional Costs incurred by Citi Xxxx and so long as DKTS the Company compensates Citi Xxxx for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to CitiXxxx, DKTS the Company Parties shall become obligated to pay all Additional Costs thereafter incurred, subject to sub-section clause (iv) below, and without limiting such obligation Citi Xxxx may require that DKTS the Company Parties execute such further documents or instruments as Citi Xxxx may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Citi Xxxx in accordance with its internal procedures and shall include Additional Costs directly arising from this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocable, on a pro rata basis, to this Agreement, such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Citi Xxxx to DKTS the Company Parties on a monthly basis and be due and payable within two (2) Business Days after invoicing, it being acknowledged that to the extent feasible, Xxxx will endeavor to include such Additional Costs in the monthly settlement provided for under Section 11.2 10.2 hereof and (iv) DKTS the Company Parties may elect to cease compensating Citi Xxxx for such Additional Costs by written notice which shall be effective one-hundred twenty (120) 120 days after being given, in which case Citi Xxxx may reinstate its Regulatory Termination Notice with respect to such Additional Costs. (e) As used herein, “Federal Reserve Notice of Proposed Rulemaking” means the notice of proposed rulemaking issued by the Board of Governors of the Federal Reserve System titled “Risk-based Capital and Other Regulatory Requirements for Activities of Financing Holding Companies Related to Physical Commodities and Risk-based Capital Requirements for Merchant Banking Investments” (Docket No. R‑1547; XXX 0000 XX‑58); and “Federal Reserve 620 Report” means the Report to the Congress and the Financial Stability Oversight Council Pursuant to Section 620 of the Xxxx-Xxxxx Act issued in September 2016 by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency.

Certain Regulatory Matters. (a) If Citi Xxxx shall determine, in its sole judgment, that as a result of (i) the taking effect of any Applicable Law after the date hereof, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing of any action in a court of competent jurisdiction (regardless of NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. whether related to CitiXxxx) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority Authority, including, without limitation, any of the foregoing events described in clauses (i)-(iv) arising from or relating to either the Federal Reserve Notice of Proposed Rulemaking or the Federal Reserve 620 Report and whether occurring before or after the Second Restatement Effective Date (each, a “Regulatory Event”), Citi Xxxx or any of its Affiliates is or would (A) not be permitted to hold, store, transport, buy, finance, sell or own any or certain of the commodities subject to the transactions contemplated by the Transaction Documents, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and the other Transaction Documents, or (D) were it to continue to hold, store, transport, buy, finance, sell or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents or perform any such obligations, and taking into account other commodities and the volumes thereof held by Citi Xxxx or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities Company in writing of such determination (a “Regulatory Event Notice”). Promptly following the sending of a Regulatory Event Notice, Citi Xxxx shall propose what actions or steps, if any, the either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity the Company shall consider any such actions or steps in good faith. If, in CitiAron’s sole judgment, Citi Xxxx is able to identify actions or steps that can be implemented with respect to the transactions contemplated by this Agreement and the other Transaction Documents without adversely impacting the business conducted by Citi Xxxx and its Affiliates generally, including, without limitation, without resulting in Citi Xxxx or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in CitiAron’s sole judgment, Citi Xxxx is unable to identify such actions or steps or the Parties are unable to implement any actions and steps that have been so identified, then Citi Xxxx may, by written notice to the Delek Entities Company (a “Regulatory Termination Notice”), elect to terminate this Agreement in the manner provided for in Article 21 20 on such date as Citi Xxxx shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 2120; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice shall occur at least ninety (90) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; the Company provided that the Parties, Parties in CitiAron’s reasonable judgment, NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. judgment have sufficient time to effect a termination pursuant to Article 21 hereof 20 hereof, (y) if a Regulatory Termination Notice is given, an election under Section 9.6(b) is made and the alternative structure contemplated by Section 9.6(b) is implemented, then no termination shall result from such Regulatory Termination Notice and (yz) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the Company exercises its option under Section 10.3(c9.6(d) is exercisedbelow, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in sub-section clause (yz) of the preceding sentence, Citi Xxxx will also provide to the Delek Entities Company an estimate of such Additional Costs which Citi Xxxx shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to CitiXxxx. (b) Without limiting the generality of the foregoing, (i) in the case of Xxxx, concurrently with, and (ii) in the case of the Company following, the giving of a Regulatory Termination Notice, either Party may, in its sole discretion, elect to modify this Agreement, the other Transaction Documents and the transactions subject hereto and thereto so that Xxxx shall not be the owner of any commodities held at Included Locations and that instead all commodities held at Included Locations shall constitute Inventory Collateral and all Included Locations shall constitute Specified Lien Locations, and if such election is made, then the Company shall (and shall cause its Affiliates and third parties to) execute such amendments and modifications to the Transaction Documents, take such other actions and execute and deliver such ancillary documents (including acknowledgments, consents, waivers, security agreements or acknowledgments, UCC financing statements, delivery of legal opinions, etc.) as are necessary and appropriate in Aron’s judgment to implement and confirm the effectiveness such alternative structure. Xxxx may only make the election contemplated by this subsection (b) if it does so concurrently with its giving of the Regulatory Termination Notice. The Company may make the election contemplated by this subsection (b) on a temporary basis prior to the effective date of the Regulatory Termination Notice (provided that is shall advise Xxxx that such election has been made on a temporary basis) and if the Company makes such election on a temporary basis, then during the 90 day period following the date on such election, the Company may (in each case by written notice to Xxxx) elect to continue the election under this subsection (b), elect to pay Additional Costs as contemplated under subsection (d) below if such election is available, or elect to have termination pursuant to such Regulatory Termination Notice become effective on the last day of such 90 day period; provided that if the Company elects to have the Regulatory Termination Notice become effective, Xxxx may, in its discretion, reset the date as of which termination is to be effective pursuant to Article 20 hereof to allow sufficient time for such termination to be effected as contemplated thereby and until such termination date occurs, the Company’s temporary election under this clause (b) shall remain in effect. (c) If Citi Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effectiveeffective (including without limitation any rule or regulation resulting from the Federal Reserve Notice of Proposed Rulemaking), then without limiting the minimum ninety (90) 90 day notice period required under sub-section clause (a) above, such Regulatory Termination NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. Notice shall not become effective prior to the date on which such rule or regulation becomes effective. (cd) If Citi Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS the Company may elect, by written notice to CitiXxxx, to compensate Citi Xxxx from time to time for such Additional Costs incurred by Citi Xxxx and so long as DKTS the Company compensates Citi Xxxx for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to CitiXxxx, DKTS the Company Parties shall become obligated to pay all Additional Costs thereafter incurred, subject to sub-section clause (iv) below, and without limiting such obligation Citi Xxxx may require that DKTS the Company Parties execute such further documents or instruments as Citi Xxxx may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Citi Xxxx in accordance with its internal procedures and shall include Additional Costs directly arising from this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocable, on a pro rata basis, to this Agreement, such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Citi Xxxx to DKTS the Company Parties on a monthly basis and be due and payable within two (2) Business Days after invoicing, it being acknowledged that to the extent feasible, Xxxx will endeavor to include such Additional Costs in the monthly settlement provided for under Section 11.2 10.2 hereof and (iv) DKTS the Company Parties may elect to cease compensating Citi Xxxx for such Additional Costs by written notice which shall be effective one-hundred twenty (120) 120 days after being given, in which case Citi Xxxx may reinstate its Regulatory Termination Notice with respect to such Additional Costs. (e) As used herein, “Federal Reserve Notice of Proposed Rulemaking” means the notice of proposed rulemaking issued by the Board of Governors of the Federal Reserve System titled “Risk-based Capital and Other Regulatory Requirements for Activities of Financing Holding Companies Related to Physical Commodities and Risk-based Capital Requirements for Merchant Banking Investments” (Docket No. R-1547; RIN 7100 AE-58); and “Federal Reserve 620 Report” means the Report to the Congress and the Financial Stability Oversight Council Pursuant to Section 620 of the Xxxx-Xxxxx Act issued in September 2016 by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency.

Certain Regulatory Matters. (a) If Citi Xxxx shall determine, in its sole reasonable judgment, that as a result of (i) the taking effect of any Applicable Law after the date hereof, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing entry of any action a final, non-appealable judgment or order in a court of competent jurisdiction (regardless of whether related to CitiXxxx) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority Authority, including, without limitation, any of the foregoing events described in clauses (i)-(iv) arising from or relating to either the Federal Reserve Notice of Proposed Rulemaking or the Federal Reserve 620 Report and whether occurring before or after the Effective Date (each, a “Regulatory Event”), Citi Xxxx or any of its Affiliates is or would (A) not be permitted to hold, store, transport, buy, finance, sell or own any or certain of the commodities subject to the transactions contemplated by the Transaction Documents, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and the other Transaction Documents, or (D) were it to continue to hold, store, transport, buy, finance, sell or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents or perform any such obligations, and taking into account other commodities and the volumes thereof ny-1269340 held by Citi Xxxx or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Delek Entities Company in writing of such determination (a “Regulatory Event Notice”). Promptly following the sending of a Regulatory Event Notice, Citi Xxxx shall propose what actions or steps, if any, the either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and each Delek Entity the Company shall consider any such actions or steps in good faith. If, in CitiAron’s sole reasonable judgment, Citi is able to identify such actions or steps that can be implemented with respect to the transactions contemplated by this Agreement and the other Transaction Documents without adversely impacting the business conducted by Citi Xxxx and its Affiliates generally, including, without limitation, without resulting in Citi Xxxx or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in CitiAron’s sole reasonable judgment, Citi is unable to identify no such actions or steps are so identified or the Parties are unable to implement any actions and steps that have been so identified, then Citi Xxxx may, by written notice to the Delek Entities Company (a “Regulatory Termination Notice”), elect to terminate this Agreement in the manner provided for in Article 21 20 on such date as Citi Xxxx shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 2120; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice shall occur at least ninety one hundred and twenty (90120) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by any Delek Entity; provided that the Parties, in Citi’s reasonable judgment, have sufficient time to effect a termination pursuant to Article 21 hereof month and (y) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the Company exercises its option under Section 10.3(c9.6(b) is exercisedbelow, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in sub-section clause (y) of the preceding sentence, Citi Xxxx will also provide to the Delek Entities Company an estimate of such Additional Costs which Citi Xxxx shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to CitiXxxx. (b) If Citi gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effective, then without limiting the minimum ninety (90) day notice period required under sub-section (a) above, such Regulatory Termination Notice shall not become effective prior to the date on which such rule or regulation becomes effective. (c) If Citi Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then DKTS the Company may elect, by written notice to CitiXxxx, to compensate Citi Xxxx from time to time for such Additional Costs incurred by Citi Xxxx and so long as DKTS the Company compensates Citi Xxxx ny-1269340 for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to CitiXxxx, DKTS the Company shall become obligated to pay all Additional Costs thereafter incurred, subject to sub-section clause (iv) below, and without limiting such obligation Citi Xxxx may require that DKTS the Company execute such further documents or instruments as Citi Xxxx may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Citi Xxxx in accordance with its internal procedures and shall include Additional Costs directly arising from this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocable, on a pro rata basis, to this Agreement, such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Citi Xxxx to DKTS the Company on a monthly basis and be due and payable within three (3) Business Days after invoicing, it being acknowledged that to the extent feasible, Xxxx will endeavor to include such Additional Costs in the monthly settlement provided for under Section 11.2 10.2 hereof and (iv) DKTS the Company may elect to cease compensating Citi Xxxx for such Additional Costs by written notice which shall be effective one-hundred twenty (120) 120 days after being given, in which case Citi Xxxx may reinstate its Regulatory Termination Notice with respect to such Additional Costs. (c) As used herein, “Federal Reserve Notice of Proposed Rulemaking” means the notice of proposed rulemaking issued by the Board of Governors of the Federal Reserve System titled “Risk-based Capital and Other Regulatory Requirements for Activities of Financing Holding Companies Related to Physical Commodities and Risk-based Capital Requirements for Merchant Banking Investments” (Docket No. R-1547; RIN 7100 AE-58); and “Federal Reserve 620 Report” means the Report to the Congress and the Financial Stability Oversight Council Pursuant to Section 620 of the Xxxx-Xxxxx Act issued in September 2016 by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency.