Common use of Conditions Precedent to Funding Clause in Contracts

Conditions Precedent to Funding. The obligations of Lender to make the Loan are subject to the conditions precedent that Lender shall have received the following, in form and substance satisfactory to Lender: (a) this Agreement, duly executed by Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lender.

Conditions Precedent to Funding. The obligations obligation of each Lender to make the any Loan are requested to be made by it on a Closing Date is subject to the following conditions precedent that Lender shall have received the following, in form and substance satisfactory to Lenderas of such date: (a) this Agreement, duly executed by Borrower and Lender;The Effective Date shall have occurred. (b) Borrower The Specified Acquisition(s) in respect of which the funding hereunder is being made shall have delivered been consummated, or substantially concurrently with the funding hereunder shall be consummated, in each case pursuant to Lender a promissory note duly executed by Borrower evidencing and on the Loan substantially terms and conditions set forth in the form Specified Acquisition Agreement(s) in respect of Exhibit A hereto such Specified Acquisition(s) and without giving effect to amendments, supplements, waivers or other modifications to or consents under such Specified Acquisition Agreement(s) that are adverse in any material respect to the Lenders and that have not been approved by the Joint Lead Arrangers, such approval not to be unreasonably withheld or delayed (it being understood and agreed that (a) any decrease in the “Note”purchase price shall be deemed to be materially adverse to the Lenders unless the aggregate decrease does not exceed 10% and is allocated as agreed with the Joint Lead Arrangers and (b) any increase in the purchase price shall be deemed not to be materially adverse so long as not financed with the incurrence of Indebtedness);. (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower The Joint Lead Arrangers shall have received in the Real Property case of the Borrower (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the fixtures thereon described in Schedule 3.01(c);Borrower for each of the three fiscal years most recently ended at least 60 days prior to each Closing Date (and audit reports for such financial statements shall not be subject to any qualification or “going concern” disclosures) and (ii) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 40 days prior to such Closing Date. Reports and financial statements required to be delivered pursuant to clauses (i) and (ii) above shall be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are made publicly available on the SEC’s XXXXX database. (d) a Security Agreement duly executed All costs, fees, expenses and other compensation required by Borrower the Commitment Letter and in a form the Fee Letter (as provided by Lender by which security agreement Lender is granted a security interest by Borrower defined in the Collateral;Commitment Letter) to be payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders at or prior to each Closing Date (in the case of expenses, to the extent invoiced at least two business days prior to such Closing Date) shall have been paid to the extent due. (e) The Administrative Agent shall have received a solvency certificate in substantially the Guaranty duly executed by Guarantor;form of Annex I to Annex C to the Commitment Letter. (f) financing statements in form After giving effect to the Transactions, no Event of Default shall have occurred and content reasonably satisfactory to Lender and in proper form be continuing under the Uniform Commercial Code of all jurisdictions as may be necessary orSection 8.1(b), in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and(f) or (g). (g) a deposit account control agreement for the Deposit Account kept The Specified Representations and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party Specified Acquisition Agreement Representations shall be true and correct in all material respects respects. (h) The Administrative Agent shall have received in accordance with the provisions of Section 2.2 a duly executed Committed Loan Notice. Each submission by the Borrower to the Administrative Agent of a Committed Loan Notice with respect to a Loan and the acceptance by the Borrower of the proceeds of each such Loan made hereunder shall constitute a representation and warranty by the Borrower as of the date applicable Closing Date in respect of such Loan that all the conditions contained in this Article III (other than this subsection) Section 3.2 have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lendersatisfied.

Conditions Precedent to Funding. The obligations obligation of each Lender to make any Loan requested to be made by it on the Loan are Closing Date is subject to the following conditions precedent that Lender as of such date (or to the extent the Pre-Closing Funding Election had been made, the conditions other than the Specified Merger Related Conditions shall have received only be required to be met on the following, in form and substance satisfactory to Lender:Pre-Funding Closing Date as contemplated by Section 2.2(f)): (a) this Agreement, duly executed by Borrower and Lender;The Effective Date shall have occurred. (b) Borrower The Specified Merger shall have delivered been consummated, or substantially concurrently with the funding hereunder shall be consummated, in each case pursuant to Lender a promissory note duly executed by Borrower evidencing and on the Loan substantially terms and conditions set forth in the form Specified Merger Agreement and without giving effect to amendments, supplements, waivers or other modifications to or consents under the Specified Merger Agreement that are adverse in any material respect to the Lenders and that have not been approved by the Joint Lead Arrangers, such approval not to be unreasonably withheld or delayed (it being understood and agreed that (a) any decrease in the purchase price shall be deemed to be materially adverse to the Lenders unless the aggregate decrease does not exceed 10% and is allocated to reduce the commitments under the Bridge Facility (or, if the commitments under the Bridge Facility have been reduced to zero, to reduce the Commitments hereunder and, if the Commitments hereunder have been reduced to zero, to reduce the commitments under the 2-Year Term Loan Agreement), (b) any increase in the purchase price shall be deemed not to be materially adverse so long as not financed with the incurrence of Exhibit A hereto (the “Note”); Indebtedness and (c) any amendment to the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest definition of Borrower “Target Material Adverse Effect” in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Specified Merger Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of deemed to be materially adverse to the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counselLenders); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lender.

Conditions Precedent to Funding. The obligations effectiveness of this Agreement and the obligation of the Lender to make the Loan any Advance hereunder, are subject to the conditions precedent that the Lender shall have received the followingfollowing to the extent not previously received by Lender, in form and substance reasonably satisfactory to the Lender: (a) this This Agreement, duly executed by the Borrower and the Lender; (b) Allonge #3 to Borrower’s Term Note duly executed by Borrower and Lender; (bc) Borrower shall have delivered Allonge #3 to Lender a promissory note Borrower’s Term Revolving Note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c)Lender; (d) a the Limited Guaranty of Green Plains Renewable Energy, Inc. dated April 22, 2013; (e) the Amended and Restated Security Agreement dated as of the date of this Agreement duly executed by the Borrower and in a form as provided by the Lender by which security agreement the Lender is granted a security interest by the Borrower in the Collateral; (ef) prepayment of the Guaranty Term Loan in the amount of $10,000,000.00; (g) Copies of all Material Contracts between Borrower and third parties, including its Affiliates, used in the normal operations of Borrower, including but not limited to management agreements, marketing agreements, corn delivery agreements, and the ABL Documents; (h) Assignments of the Material Contracts and each ABL Document, requested by Lender, duly executed by Guarantorthe Borrower, pursuant to which the Borrower shall have assigned to the Lender all of the Borrower’s right, title and interest in and to each such contracts, and which assignment shall have been consented to and certified in writing by each other party thereto; (fi) financing statements Financing Statements in form and content reasonably satisfactory to the Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and; (gj) a deposit account control agreement for Copies of UCC, tax and judgment lien search reports listing all financing statements and other encumbrances which name the Deposit Account kept Borrower (under its present name and maintained any previous name) and which are filed in the jurisdictions in which the Borrower is located, organized or maintains collateral, together with copies of such financing statements (none of which shall cover the collateral purported to be covered by Borrower.the Security Agreement); (hk) a Evidence that all other actions necessary or, in the reasonable opinion of the Lender, desirable to enable the Lender to perfect and protect the security interests created by the Security Agreement have been taken; (l) An ALTA mortgagee title insurance policy issued by a title insurance company acceptable to Lender, with respect to the Real Property, assuring the Lender that the Mortgage creates a valid and enforceable encumbrance on the Real Property, free and clear of all defects and encumbrances except Permitted Liens and containing: (i) a comprehensive endorsement (ALTA form 9); (ii) a zoning endorsement (ALTA form 3.0) specifying an ethanol production facility as a permitted use for all of the parcels included in favor of the Real Property; and (iii) a restrictions, encroachments, minerals-owners endorsement (ALTA Form 9.2) and (iv) such endorsements as the Lender by Commonwealth Land Title Insurance Company shall reasonably require. All such title insurance policies shall be in form and substance reasonably satisfactory to the Lender and shall provide for affirmative insurance and such reinsurance as the Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Lender; (m) Maps or plats of the Real Property certified to the Lender and the title insurance company issuing the policy referred to in Subsection 3.01(m) (the “Title Insurance Company”) in a manner reasonably satisfactory to each of the Lender and the Title Insurance Company, dated a date reasonably satisfactory to each of the Lender and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (i) the Pledge Agreementlocations on such sites of all the buildings, duly executed structures and other improvements and the established building setback lines; (ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites necessary to use the sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map; (n) Evidence as to: (i) whether any portion of the Real Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”); and (ii) if any portion of the Real Property is a Flood Hazard Property: (A) whether the community in which such Real Property is located is participating in the National Flood Insurance Program; (B) the Borrower, Pledgor ’s written acknowledgment of receipt of written notification from the Lender (1) as to the fact that such Real Property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (C) copies of insurance policies or certificates of insurance of the Borrower evidencing flood insurance satisfactory to the Lender and naming the Lender as sole loss payee on behalf of the Lender; (jo) a duly executed certificate Evidence reasonably satisfactory to the Lender that the Real Property and the contemplated use of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document the Real Property, are in each Loan Document to which it is a party shall be true and correct compliance in all material respects with all applicable Laws including without limitation health and Environmental Laws, including, but not limited to all concentrated animal feedlot operations rules and regulations, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for the Real Property, the permitted uses of the Real Property under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks) and laws regarding access and facilities for disabled persons including, but not limited to, the Federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990; (p) A certificate of an officer of the Borrower together with true and correct copies of the following: (i) the organizational documents of the Borrower, including all amendments thereto, certified by the Office of the Secretary of State of the state of its formation and dated within 30 days prior to the date hereof; (ii) the Operating Agreement of the Borrower, including all amendments thereto; (iii) the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the other Loan Documents, and all documentation executed and delivered in connection therewith to which the Borrower is a party; (iv) certificates of the appropriate government officials of the state of organization of the Borrower as to its existence, and certificates of the appropriate government officials in each state where each corporate Borrower does business and where failure to qualify as a foreign corporation would have a material adverse effect on the business and financial condition of the Borrower, as to its good standing and due qualification to do business in such state, each dated within 30 days prior to the date hereof; and (v) the names of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to be executed by each corporate Borrower, together with a sample of the true signature of each such officer; (q) Legal opinion of legal counsel for the Borrower, reasonably acceptable to Lender in form and substance; (r) An intercreditor and subordination agreement between the Lender and any holder of Subordinated Debt, including without limitation the tax increment financing debt evidenced by that all conditions certain Indenture of Trust by and between the US Bank, National Association, as Trustee, and Borrower, as to the priority of the Lender’s security interests in this Article III (the Collateral, rights to payment following an Event of Default, and as to such other than this subsection) have been satisfied or waived in writing matters as reasonably requested by the Lender; (ks) a duly executed certificate of an authorized officer of Borrower certifying Evidence that no event or condition which upon noticethe costs and expenses (including, lapse of time or both wouldwithout limitation, unless cured or waivedattorney’s fees) referred to in Section 7.04, become an Event of Default (any such event or conditionto the extent incurred and invoiced, a “Default”) or Event of Default shall have occurred and be continuingbeen paid in full; (lt) The results of the Services AgreementLender’s inspection of the Collateral, and the Lender’s receipt of an appraisal of the Collateral acceptable to Lender in its sole discretion; (u) Satisfactory review by the Lender of any pending litigation relating to the Borrower; (v) An environmental site assessment that complies with the standards set forth in the ASTM E1527-05 Phase I Environmental Site Assessment Process and such additional information as Lender shall require in order to establish that Lender has made “all appropriate inquiries” as provided under Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and 40 C.F.R. Part 312; (w) A schedule, certified by Borrower as accurate and complete, setting forth the necessary licenses, permits and consents required by applicable federal, state, and local governmental entities required for the lawful construction and operation of the Project; (x) An account control agreement for each deposit account, commodity account, hedge account to which Borrower is a party, in a form and substance reasonably acceptable to Lender, duly executed by Borrower and REG Services Group, LLCeach other party thereto; (my) Lender shall have received for its own account Evidence that the Lender Fee insurance required by Sections 5.01(j) and 5.01(r)(xii) has been obtained by the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF LoanBorrower; and (oz) Borrower shall have established and shall maintain all its primary deposit accounts excluding payroll accounts with Home Federal Savings Bank as long as Home Federal Savings Bank is a participant in the Side Letter, duly executed by Borrower and Loans with Lender.

Conditions Precedent to Funding. The obligations obligation of each Lender to make the Term Loan are is subject to the conditions condition precedent that Lender Agent and Xxxxxxx shall have received the followingreceived, in form and substance satisfactory to LenderAgent and Required Lenders, or that Agent and Lenders shall have waived in writing the requirement to receive such item, all of the following: (a) this Agreement, The Loan Documents (including the Agent Fee Letter) and the Closing Date Warrant duly executed by Borrower Xxxxxxxx and Lenderits Subsidiaries required to sign a Joinder Agreement; (b) Borrower shall have delivered to Lender a promissory note A duly executed by Borrower evidencing officer’s certificate of Xxxxxxxx and any party signing a Joinder Agreement containing the following documents: (i) current certificate of incorporation (or equivalent document), (ii) bylaws, (iii) resolutions authorizing the Loan substantially Documents and, in the form case of Exhibit A hereto Borrower, the Closing Date Warrant (including authorization of the “Note”reservation and issuance of Borrower’s common stock upon exercise of the Closing Date Warrant), (iv) a good standing certificate from (A) each party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (v) incumbency and representative signatures; (c) All necessary consents of stockholders or members and other third parties with respect to the Mortgageexecution, fully executed delivery and notarized, to secure performance of the Loan encumbering on a first lien basis the fee interest of Borrower Documents and, in the Real Property and case of Borrower, the fixtures thereon described in Schedule 3.01(cClosing Date Warrant (including consent to the issuance of Xxxxxxxx’s common stock upon exercise of the Closing Date Warrant); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in An amendment to the CollateralStructural Loan Agreement; (e) the Guaranty duly executed by GuarantorJoinder Agreement and related documentation of Roadside Innovation Inc.; (f) financing statements All documentation and other information which Agent reasonably requests with respect to any Loan Party in form order to comply with their ongoing obligations under applicable “know your customer” and content reasonably satisfactory to Lender anti-money laundering rules and in proper form under regulations, including the Uniform Commercial Code of all jurisdictions as may be necessary orUSA PATRIOT ACT, in the opinion of LenderUSA FREEDOM Act, desirable to perfect the security interests created by the Security Agreement IRS Form W-9 and Pledge Agreement; andother applicable tax forms; (g) a deposit account control agreement for the Deposit Account kept and maintained by The Current Financial Statements of Borrower.; (h) a title Evidence of the insurance policy issued in favor coverage required by Section 6.8 of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lenderthis Agreement; (i) To the Pledge Agreementextent requested by any Lender, duly executed a Note in the principal amount of the Term Loan in respect of such Lender’s Pro Rata Percentage shall be provided by Borrower, Pledgor and Borrower to such requesting Lender; (j) a duly executed certificate A customary legal opinion of an authorized officer Xxxxxx LLP, in its capacity as special counsel to the Borrower, dated as of Borrower certifying the Closing Date and addressed to the Agent and the Lenders; (k) Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, UCC financing statements or amendments to UCC financing statements, as Agent shall reasonably request to evidence the perfection and priority of the security interests granted to Agent pursuant to Section 4; (l) Confirmation that each representation (i) the representations and warranty of Borrower and each other Person that is party to a Loan Document warranties contained in each Loan Document to which it is a party Section 5 shall be true and correct in all material respects on and as of the date that Funding Date (except for such representations and warranties made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date), after giving effect in all conditions cases to any standard(s) of materiality contained in this Article III Section 5 as to such representations and warranties, and (other than this subsectionii) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) , or would exist after giving effect to the Services Agreement, duly executed funding of the Term Loan. The making of the Term Loan shall be deemed to be a representation and warranty by Borrower and REG Services Group, LLCon the date of the Term Loan as to the accuracy of the facts referred to in this Section 3.1; (m) Lender shall have received for its own account the Lender Fee Such other documents, and the Additional Fees due and payable (including reasonable costscompletion of such other matters, fees and expenses of legal counsel);as Agent may reasonably deem necessary or appropriate and (n) Lender Borrower shall have received evidence, in form paid all Lender Expenses and substance acceptable all fees due pursuant to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Agent Fee Letter, duly executed by Borrower and Lender.

Conditions Precedent to Funding. The Section 2.01 of this Agreement (and the several obligations of Lender the Lenders to make Advances hereunder) shall become effective on and as of the Loan are subject first date (the “Funding Date”) occurring on or prior to April 30, 2008 (or, if the Satisfaction Date has occurred prior to December 27, 2007, January 31, 2008) on which the following conditions precedent that Lender shall have received the following, in form and substance satisfactory to Lenderbeen satisfied: (a) Except for the Disclosed Matters, there shall exist no action, suit, investigation, litigation or proceeding affecting PPG or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) if adversely decided would have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, duly executed by Borrower and Lender;Agreement or any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (b) Borrower All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby (other than the Acquisition) shall have delivered been obtained (without the imposition of any conditions that are not acceptable to Lender a promissory note duly executed by Borrower evidencing the Loan substantially Lenders) and shall remain in effect, and no law or regulation shall be applicable in the form reasonable judgment of Exhibit A hereto (the “Note”);Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) PPG shall have notified the Mortgage, fully executed and notarized, Administrative Agent in writing as to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c);proposed Funding Date. (d) a Security Agreement duly executed by Borrower PPG shall have paid all accrued fees and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in expenses of the Collateral;Administrative Agent (including the accrued fees and expenses of counsel to the Administrative Agent). (e) If the Guaranty duly executed Satisfaction Date has occurred prior to December 27, 2007, the Escrow Agreement and the Notary Letter shall be in full force and effect without any amendment or other modification thereto except to the extent approved in writing by Guarantor;the Administrative Agent. (f) financing On the Funding Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of PPG, dated the Funding Date, stating that: (i) The representations and warranties contained in form Section 4.01 (except the representations and content reasonably satisfactory warranties set forth in subsection (u) thereof) are true and correct on and as of the Funding Date, before and after giving effect to Lender the Borrowing or Borrowings to be made on such date, and in proper form under to the Uniform Commercial Code application of all jurisdictions the proceeds therefrom, as may though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, (ii) no event has occurred and is continuing, or would result from the Borrowing or Borrowings to be necessary ormade on such date or from the application of the proceeds therefrom that constitutes a Default, in and (iii) the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; andSatisfaction Date has occurred. (g) a deposit account control agreement for If the Deposit Account kept and maintained by BorrowerSatisfaction Date has not occurred prior to December 27, 2007, the Completion Date shall have occurred. (h) a title insurance policy issued If the Satisfaction Date has not occurred prior to December 27, 2007, all Existing Target Debt, other than Surviving Target Debt, has been, or is simultaneously being, prepaid, redeemed or defeased in favor full or otherwise satisfied and extinguished and all commitments relating thereto terminated. (i) If the Satisfaction Date has not occurred prior to December 27, 2007, at least three Business Days prior to the Funding Date of Lender by Commonwealth Land Title Insurance Company the date of the Second Borrowing, PPG shall have confirmed in writing to the Administrative Agent, in form and substance reasonably satisfactory to Lender; the Administrative Agent, that the conditions precedent set forth in clauses (ig) and (h) above will be satisfied simultaneously with the Pledge Agreement, duly executed by Borrower, Pledgor and Lender;Advances to be made on such date. (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender The Administrative Agent shall have received for its own account such other approvals, opinions or documents as the Administrative Agent or any Lender Fee and through the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and LenderAdministrative Agent may reasonably request.

Conditions Precedent to Funding. The effectiveness of this Agreement and obligations of Lender the Agent and the Banks to make fund the Loan Loans are subject to the conditions condition precedent that Lender the Agent shall have received the following, in form and substance satisfactory to Lenderthe Agent at least ten (10) Business Days prior to Borrower submitting its first Draw Request for Advance to the Disbursing Agent: (a) A certificate of the Borrower representing, warranting and certifying to the Agent and the Banks that each and all of the representations and warranties contained in this AgreementAgreement and the Related Documents are true and correct as of the date thereof and that no Event of Default, duly executed by Borrower and Lenderno event which with the giving of notice or the passage of time or both would constitute an Event of Default, has occurred and is continuing as of the date thereof; (b) A certificate of the Borrower shall have delivered certifying to Lender a promissory note duly executed by the Agent and the Banks that the Borrower evidencing has disbursed or contributed in escrow an amount of not less than $15,800,000.00 with respect to the Loan substantially in construction of the form of Exhibit A hereto (the “Note”)Project; (c) A certificate of the MortgageBorrower certifying to the Agent and the Banks that not less than $31,995,000.00 of Borrower’s Equity has been actually contributed by the members of the Borrower and that none of such amount remains unpaid or uncontributed; (d) Policies of insurance with respect to the Project and evidence that the premiums for the current policy year have been paid and that the Agent and the Banks are named on such policies as additional named insured parties; (e) True and correct copies of firm bids from Contractors and suppliers for goods and services to be used in connection with the construction of the Project for at least 75% of the Project Costs; (f) A certificate from the Consulting Engineer that the Plans and Specifications are true and accurate in all material respects and that the Project may be completed within the costs set forth on the Sworn Construction Statement of the Borrower and according to the Construction Schedule, fully executed and notarizedcontaining such additional terms and subject to such conditions as may be acceptable to the Agent and the Banks; (g) An endorsement to the title insurance policy that the Real Property is not subject to the claims or liens of any contractors, subcontractors or suppliers which would have priority over the Deed of Trust; (h) The results of the Agent's inspection of the Collateral completed in good faith and acceptable to secure Agent; (i) Evidence reasonably satisfactory to the Loan encumbering on a first lien basis the fee interest of Borrower in Agent that the Real Property and the fixtures thereon described contemplated use of the Real Property, are in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower compliance in all material respects with all applicable Laws including without limitation health and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in Environmental Laws, and laws regarding access and facilities for disabled persons including, but not limited to, the Collateral; (e) Federal Design Architectural Barriers Act, the Guaranty duly executed by Guarantor; (f) financing statements in form Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code Americans with Disabilities Act of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender1990; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as An appraisal of the date Real Property, in form and substance satisfactory to the Agent, completed by such appraiser as selected by the Agent, and rendered by the appraiser to conform to the requirements of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), including an environmental assessment setting indicating that all conditions no hazardous waste or substances are contained on, under or in this Article III (other than this subsection) have been satisfied or waived in writing by Lenderthe Real Property; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, A Construction Disbursing Agreement duly executed by the Agent, Borrower and REG Services Group, LLC; (m) Lender shall have received the Disbursing Agent and in the form as provided by the Agent and by which agreement the terms and procedures are established for its own account disbursing the Lender Fee proceeds of the Loans and the Additional Fees due and payable (including reasonable costs, fees and expenses portion of legal counsel); (nBorrower’s Equity to be deposited with the Disbursing Agent pursuant to Section 2.02(f)(ii) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lenderhereof.

Conditions Precedent to Funding. The obligations funding of Lender to make the Loan are is subject to Lender's determination of compliance with the following conditions precedent that precedent: (a) The Note, the Deed of Trust, and the other Loan Documents shall have been properly executed and delivered to Lender, the Deed of Trust and any Loan Documents to be recorded shall be acknowledged and delivered for recording, and shall have been recorded prior to or concurrently with the funding of the Loan. (b) Lender shall have received the following, Appraisal which must be an MAI appraisal of the Property conforming to the requirements of FIRREA and otherwise in form and substance satisfactory to Lender: (a) this Agreement, duly executed by Borrower and Lender; (b) Borrower shall have delivered acceptable to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”);its sole discretion. (c) Lender shall have received a survey of the MortgageProperty in form and substance reasonably acceptable to Lender and a title insurance policy evidencing that Borrower has good title to the Property, fully executed free and notarizedclear of all mortgages, to secure security interests, restrictions, liens and encumbrances of any kind (other than the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property Security Documents and the fixtures thereon described in Schedule 3.01(cother matters listed on said title insurance policy, the "Permitted Encumbrances");, and containing affirmative insurance on such matters as Lender may reasonably require. (d) a Security Agreement duly executed Lender shall have received evidence satisfactory to it that the insurance coverage required by Section 6.1(q) is being carried by Borrower on the Property in form, amounts and in a form with companies acceptable to Lender and naming Lender as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral;additional insured, mortgagee and loss payee (as applicable). (e) Lender shall have received and approved a copy of the Guaranty duly fully executed by organizational documents of Borrower and Guarantor;. (f) financing statements in form Lender shall have received and content reasonably satisfactory to Lender and in proper form under approved the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; andClosing Statement. (g) Lender hereunder shall have received a deposit account control agreement fee for the Deposit Account kept and maintained by making of the Loan to Borrower, in the amount specified in Section 9 below. (h) Lender shall have received and approved environmental reports and a title insurance policy issued property condition report for the Property (including reliance letters in favor of Lender by Commonwealth Land Title Insurance Company in form Lender) and substance reasonably satisfactory a rent roll with respect to Lender;the Property. (i) Borrower shall have paid Lender's legal fees and all other of Lender's reasonable costs, fees and expenses incurred in connection with the Pledge Agreement, duly executed by Borrower, Pledgor and Lender;making of the Loan. (j) a duly executed certificate Lender shall have received all of an authorized officer of the other documents listed in the closing checklist supplied by Lender to Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the even date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender;herewith. (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of No Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) continuing under the Services terms and provisions of this Agreement, duly executed by Borrower and REG Services Groupthe Note, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses or of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination any of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and LenderDocuments.

Conditions Precedent to Funding. The obligations obligation of each Lender to make any Loan requested to be made by it on the Loan are Closing Date is subject to the following conditions precedent that Lender as of such date (or to the extent the Pre-Closing Funding Election had been made, the conditions other than the Specified Merger Related Conditions shall have received only be required to be met on the following, in form and substance satisfactory to Lender:Pre-Funding Closing Date as contemplated by Section 2.2(f)): (a) this Agreement, duly executed by Borrower and Lender;The Effective Date shall have occurred. (b) Borrower The Specified Merger shall have delivered been consummated, or substantially concurrently with the funding hereunder shall be consummated, in each case pursuant to Lender a promissory note duly executed by Borrower evidencing and on the Loan substantially terms and conditions set forth in the form Specified Merger Agreement and without giving effect to amendments, supplements, waivers or other modifications to or consents under the Specified Merger Agreement that are adverse in any material respect to the Lenders and that have not been approved by the Joint Lead Arrangers, such approval not to be unreasonably withheld or delayed (it being understood and agreed that (a) any decrease in the purchase price shall be deemed to be materially adverse to the Lenders unless the aggregate decrease does not exceed 10% and is allocated to reduce the commitments under the Bridge Facility (or, if the commitments under the Bridge Facility have been reduced to zero, to reduce the commitments under the 364-Day Term Loan Agreement and, if the commitments under the 364-Day Term Loan Agreement have been reduced to zero, to reduce the Commitments hereunder), (b) any increase in the purchase price shall be deemed not to be materially adverse so long as not financed with the incurrence of Exhibit A hereto Indebtedness and (c) any amendment to the definition of “Note”Target Material Adverse Effect” in the Specified Merger Agreement shall be deemed to be materially adverse to the Lenders);. (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower The Joint Lead Arrangers shall have received in the Real Property case of the Borrower (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the fixtures thereon described in Schedule 3.01(cBorrower for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any qualification or “going concern” disclosures) and (ii) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 40 days prior to the Closing Date (but excluding the fourth quarter of any fiscal year);. Reports and financial statements required to be delivered pursuant to clauses (i) and (ii) above shall be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are made publicly available on the SEC’s XXXXX database. (d) a Security Agreement duly executed All costs, fees, expenses and other compensation required by Borrower the Bridge Commitment Letter and in a form the Fee Letter (as provided by Lender by which security agreement Lender is granted a security interest by Borrower defined in the Collateral;Bridge Commitment Letter) to be payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders at or prior to the Closing Date (in the case of expenses, to the extent invoiced at least two Business Days prior to the Closing Date) shall have been paid to the extent due. (e) The Administrative Agent shall have received a solvency certificate in substantially the Guaranty duly executed by Guarantor;form of Schedule I to Annex B to the Bridge Commitment Letter. (f) financing statements in form After giving effect to the Transactions, no Event of Default shall have occurred and content reasonably satisfactory to Lender and in proper form be continuing under the Uniform Commercial Code of all jurisdictions as may be necessary orSection 8.1(b), in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and(f) or (g). (g) a deposit account control agreement for the Deposit Account kept The Specified Representations and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party Specified Merger Agreement Representations shall be true and correct in all material respects respects. (h) Since the date of the Specified Merger Agreement, there shall not have been any Target Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Target Material Adverse Effect. (i) The Administrative Agent shall have received in accordance with the provisions of Section 2.2 a duly executed Committed Loan Notice. Each submission by the Borrower to the Administrative Agent of a Committed Loan Notice with respect to a Loan and the acceptance by the Borrower of the proceeds of each such Loan made hereunder shall constitute a representation and warranty by the Borrower as of the date Closing Date in respect of such Loan that all the conditions contained in this Article III (other than this subsection) Section 3.2 have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lendersatisfied.

Conditions Precedent to Funding. The obligations satisfaction (or waiver in writing by Agent (at the direction of Lender to make the Loan are subject Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the funding of the JS Loans (the date on which all such conditions precedent that Lender are either satisfied or waived, being the “Seventh Amendment Funding Date”): (a) the occurrence of the Seventh Amendment Effective Date; (b) the Agent and the Lenders shall have received the followingreceived, in form and substance satisfactory to Lender: (a) this Agreementthe Lenders, duly executed by wire instructions for the account into which the portion of JS Loan proceeds directed to the Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially should be deposited as set forth in the form direction letter and Funds Flow Memorandum attached thereto, which shall reflect the capitalization of Exhibit A hereto (all applicable fees due pursuant to Section 7 hereof and an allocation of the “Note”)payment in full of all Lender Expenses due pursuant to Section 7 hereof in immediately available funds; (c) the Mortgage, fully executed and notarized, JS Loans shall be deemed to secure the Loan encumbering on a first lien basis the fee interest of Borrower have been made in the Real Property and JS PIK Fee Amount in accordance with the fixtures thereon described in Schedule 3.01(c)Amendment Number Seven Fee Letter; (d) a Security Agreement duly executed the issuance by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in Parent of the CollateralAdditional 2024 Warrants totaling 2.5% of outstanding shares of Parent to the Existing Lenders or their Affiliates or Approved Funds; (e) the Guaranty duly executed by Guarantor;Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie through August 24, 2024; and (f) financing statements Macquarie has delivered a conditional consent under the Refining Intermediation Facility to make a Positive Election under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie through September 24, 2024 reasonably acceptable to the Lenders. For purposes of determining compliance with the conditions specified in form and content reasonably this Section 5, the JS Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to Lender and in proper form under it upon funding its JS Loan unless the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender Agent shall have received for notice from the JS Lender prior to the proposed Seventh Amendment Funding Date specifying its own account objection thereto. For the Lender Fee avoidance of doubt, it is hereby acknowledged and agreed that in the Additional Fees due event that the conditions specified in this Section 5 are not satisfied on or before 3:00 p.m. New York time on July 29, 2024, the JS Commitment and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination obligation of the WCC Loan and FC Loan and (2) JS Lender to make the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and LenderJS Loans shall automatically terminate at such time.

Conditions Precedent to Funding. The obligations obligation of each Lender to make the Loan are its Term Loans hereunder is subject to satisfaction of the following conditions precedent that Lender shall have received precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Funding Date (or, in the case of certificates of governmental officials, a recent date before the Funding Date) and each in form and substance satisfactory to Lenderthe Administrative Agent and each of the Lenders: (a) this Agreement, duly executed by Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) a certificate signed by a Responsible Officer of the Pledge Agreement, duly executed by Borrower, Pledgor and Lender;Company certifying that (jA) a duly executed certificate the representations and warranties of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document the Company or any Guarantor contained in each Loan Document to which it is a party shall be Article V or in the Subsidiary Guaranty are true and correct in all material respects on and as of the Funding Date, except that (w) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to a date that all conditions in this Article III (other earlier than this subsection) have been satisfied or waived in writing by Lenderthe Funding Date, they are true and correct as of such earlier date; (kB) no Default has occurred and is continuing, or would result from the making of the Term Loan Borrowing on the Funding Date; (C) the entering into and funding of the Term Loan Facility, the related use of proceeds of the Term Loan Facility (including the making of the Special Dividend), the consummation of the Xxxxxx Merger and the related transactions to occur in connection with the foregoing will not, based on the best information available to the Company at such time, result in a default under any material indebtedness of Xxxxxx and its subsidiaries (including the Parent and its subsidiaries, and including the Existing Credit Agreements and the existing senior credit facilities of Xxxxxx) in place or expected to be in place after giving effect to the Funding Date, the Xxxxxx Merger and the related transactions; (D) no amendments to, or consents or waivers of the terms and conditions of, the documentation relating to the Xxxxxx Merger since the date of the Commitment Letter that could, in any such case, reasonably be expected to be adverse to any material interests of the Administrative Agent, the Lead Arrangers and the Lenders, without the consent of the Administrative Agent, the Lead Arrangers and the Lenders, and that all such documentation remains in full force and effect; and (E) the Parent directly or indirectly owns 100% of the issued and outstanding equity interests of the Company; (ii) a duly executed certificate completed Compliance Certificate demonstrating that the Company is in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.11 as of an authorized officer the last day of Borrower certifying that no event or condition which upon noticethe fiscal quarter of the Company most recently then ended, lapse such pro forma measurement to be made (to the knowledge of time or both would, unless cured or waived, become an Event of Default the Company) for (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (lA) the Services Agreementincurrence of the Term Loan Facility on the Funding Date, duly executed by Borrower (B) the repayment and REG Services Groupincurrence of any other indebtedness to occur on or prior to the Funding Date or in connection with the Xxxxxx Merger and (C) the capital structure of the Company and its Subsidiaries, LLC; (m) Lender shall have received for its own account after giving effect to the Lender Fee Funding Date and the Additional Fees due and payable Xxxxxx Merger (including reasonable costsany amendments to any indebtedness of Xxxxxx, fees and expenses the Parent, the Company or any of legal counseltheir respective Subsidiaries to be entered into in connection with the Xxxxxx Merger); (niii) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination a Term Loan Borrowing Notice signed by a Responsible Officer of the WCC Loan and FC Loan and Company in accordance with the requirements hereof; (2iv) the payoff a certificate signed by a Responsible Officer of the FMCF LoanParent and of the Company certifying that the Xxxxxx Merger is reasonably expected to be consummated within five (5) Business Days after the Funding Date; (v) a certificate signed by the chief financial officer of the Company certifying that the Company and its Subsidiaries, taken as a whole, are Solvent after giving effect to this Agreement and the other Loan Documents, the Indebtedness incurred pursuant hereto and thereto and the making of the Special Dividend; and (ovi) such other assurances, certificates, documents, consents or opinions as the Side LetterAdministrative Agent, duly executed the Joint Lead Arrangers or the Required Lenders reasonably may require; (b) The conditions precedent set forth in Section 4.01 shall have been satisfied on or prior to the Funding Date and the Closing Date shall have occurred. (c) The Funding Date shall occur during the Availability Period. (d) (i) All fees and expenses required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Funding Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Funding Date shall have been paid. (e) Unless waived by Borrower the Administrative Agent, the Company shall have paid all actual and Lenderreasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Funding Date specifying its objection thereto.

Conditions Precedent to Funding. The obligations satisfaction (or waiver in writing by Agent (at the direction of Lender to make the Loan are subject Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent that Lender are either satisfied or waived, being the “2024 Borrowing Date”): (a) the occurrence of the Sixth Amendment Effective Date; (b) the Agent and the Lenders shall have received the followingreceived, in form and substance satisfactory to Lender: (a) this Agreementthe Lenders, duly executed by wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially should be deposited as set forth in the form direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of Exhibit A hereto (the “Note”)all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available funds; (c) the Mortgage, fully executed and notarized, 2024 Term Loans shall be deemed to secure the Loan encumbering on a first lien basis the fee interest of Borrower have been made in the Real Property and PIK Fee Amount in accordance with the fixtures thereon described in Schedule 3.01(c)Amendment Number Six Fee Letter; (d) a Security Agreement duly executed the issuance by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in Parent of the Collateral;2024 Warrants to the 2024 Term Loan Lenders or their Affiliates or Approved Funds; and (e) the Guaranty duly executed Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 Term Loan shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by Guarantor; (f) financing statements in form and content reasonably or acceptable or satisfactory to a Lender and in proper form under unless the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender Agent shall have received for notice from such Lender prior to the proposed 2024 Borrowing Date specifying its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lenderobjection thereto.

Conditions Precedent to Funding. The obligations of Lender shall not be obligated to make the any loan available (other than advances under a Development Loan are subject for which: (i) a conforming Request for Advance has been submitted to the Lender; (ii) the amount is within the limitations set forth in SECTION 2.1(b); and (iii) the Lender has confirmed its obligation to advance in accordance with SECTION 2.1(b)) unless the following conditions precedent that Lender shall have received the following, in form and substance satisfactory to Lenderbeen satisfied: (a) There is no Event of Default, Unmatured Event of Default or Tax Claim under this Agreement, duly executed by Borrower and Lenderthe Mortgage or any other Loan Document; (b) Borrower all of the Borrower's representations and warranties made in any Loan Document shall be true and correct as if made on the date of such advance (except to the extent that the facts upon which such representation are based have delivered to Lender a promissory note duly executed been changed by Borrower evidencing the Loan substantially in the form extension of Exhibit A hereto (the “Note”credit hereunder); (c) the Mortgage, fully executed Borrower shall have performed and notarized, to secure complied with all agreements and conditions in the Loan encumbering Documents which are required to be performed or complied with by it on a first lien basis or prior to the fee interest date of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c)such Loans; (d) a Security Agreement duly executed by Borrower and no law, regulation, order, judgment or decree of any governmental authority is in a form as provided by Lender by effect or pending which security agreement Lender is granted a security interest by Borrower shall enjoin, prohibit or restrain such loan or impose, or result in the Collateralimposition of, any adverse condition upon the Lender; (e) the Guaranty duly executed Lender shall have received all documents and instruments which the Lender has then reasonably requested as to: (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by Guarantorthe Borrower in any Loan Document; (ii) the satisfaction of all conditions contained herein or therein; and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to the Lender (in reasonable exercise of its discretion) in form, substance, and date; (f) financing statements in form the Lender shall have received satisfactory due diligence analysis including, but not limited to, financial and content reasonably satisfactory operational data, title and environmental review, all such data to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created provided by the Security Agreement Borrower; (g) the Lender shall have received satisfactory information regarding existing gas sales and Pledge Agreementoil sales with respect to production of Hydrocarbons from or allocable to the Properties, which will include, for gas sales on a well-by-well basis, where applicable, transportation costs, gathering costs, processing costs, gas stream heating content, then-current market prices for gas of similar quality and copies of existing sales contracts and for oil sales, individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and copies of existing sales contracts; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued no material adverse change has occurred in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as financial condition or operations of the date that all conditions in this Article III (other than this subsection) have been satisfied Borrower or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event any Operator, or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) with respect to the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and LenderProperties.

Conditions Precedent to Funding. The obligations of Lender to make the Loan are subject On or prior to the conditions precedent that Lender Closing Date, there shall have received be delivered to the followingAgent (with sufficient copies for its counsel) the following documents, instruments and fees, all of which shall be in a form and substance acceptable to the Agent: (a) A copy of the resolutions of the Board of Directors of each of the Issuer and CAC, certified by its Secretary, approving the execution, delivery and performance by the Issuer and CAC, respectively, of each Transaction Document to which the Issuer or CAC is a party. (b) The certificates of incorporation of the Issuer and CAC, certified by the Secretary of State or other similar official of its jurisdiction of incorporation, as amended through the Closing Date. (c) A Good Standing Certificate for each of the Issuer and CAC issued by the Secretary of State or other similar official of its jurisdiction of incorporation dated a date reasonably prior to the Closing Date. (d) Certificates of qualification as a foreign corporation of CAC issued by the Secretaries of State or other similar officials of the ten jurisdictions with the greatest concentration of Contracts to be included in the Collateral on the Closing Date. (e) A certificate from each of the Issuer and CAC executed by the Secretary or Assistant Secretary of the Issuer and CAC certifying (i) the names and signatures of the officers authorized on its behalf to execute each Transaction Document to be delivered by the Issuer and CAC hereunder (on which certificate the Company, the Agent and the Bank Investors may conclusively rely until such time as the Agent shall receive from the Issuer or CAC a revised certificate meeting the requirements of this subsection (e)(i)) and (ii) a copy of the Issuer's and CAC's certificate of incorporation and by-laws. (f) Copies of proper financing statements (Form UCC-1) naming CAC as the debtor in respect of the Loans and the other Collateral, the Issuer as secured party and the Collateral Agent as assignee or other similar instruments or documents as may be necessary or in the opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to evidence the perfection of the Issuer's security interest in the Loans and the other Collateral. (g) Copies of proper financing statements (Form UCC-1) naming the Issuer as the debtor in respect of the Loans and the other Collateral and the Collateral Agent as secured party or other similar instruments or documents as may be necessary or in the opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to evidence the perfection of the Collateral Agent's security interest in the Loans and the other Collateral. (h) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any Person in the Loans and the other Collateral previously granted by the Issuer, CAC or any Obligor. (i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably prior to the Closing Date listing all effective financing statements which name the Issuer or CAC (under its present name and any previous names) as debtor and which are filed with respect to the Issuer or CAC in the jurisdictions in which the filings were made pursuant to clauses (f) and (g) above. (j) Favorable opinions of Xxxxxx Xxxxxxx PLLC, counsel to the Issuer and CAC, (i) with respect to certain corporate, enforceability and security interest matters and (ii) in form and substance satisfactory to Lender:the Agent and its counsel with respect to certain true sale, nonconsolidation and federal income tax matters. (ak) this AgreementFavorable opinion(s)of Xxxxxx, duly executed Xxxxxxx PLLC and any other counsel, if required, as counsel to the Issuer and CAC that under the laws of the state of Michigan, and any other state with a concentration by Borrower and Lender; contract balance of 10% or more of the pool of Contracts, substantially to the effect that under applicable state law (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”); (cincluding statutes) the MortgageAgent and CAC, fully executed and notarizedon behalf of the Secured Parties, to secure may enforce against the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect related financed vehicles the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for retail installment sales contracts, even though the Deposit Account kept and maintained by BorrowerAgent is not shown on the related certificates of title as the lienholder. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) An executed copy of the Services Contribution Agreement, duly this Agreement, the Security Agreement, the Fee Letter, the Interest Rate Cap and each of the other Transaction Documents to be executed by Borrower and REG Services Groupthe Issuer, LLC;CAC or the Servicer. (m) Lender shall have received for its own account The Note in the Lender Fee and face amount of $51,500,000 to the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel);Agent as specified in Section 2.1(e) hereof. (n) Lender shall have received evidence, in form and substance acceptable to Lender, Payment of (1i) any fees to be paid on or prior to the subordination of date hereof pursuant to the WCC Loan and FC Loan Fee Letter and (2ii) all up-front fees to be paid to the payoff of the FMCF Loan; andCompany, if any. (o) Such other documents, instruments, certificates and opinions as the Side Letter, duly executed by Borrower and LenderAgent or any Bank Investor shall reasonably request.

Conditions Precedent to Funding. The obligations obligation of Lender to make the Term Loan are under this Agreement is subject to satisfaction of the following conditions precedent that Lender shall have received the following, in form and substance satisfactory to (unless expressly waived by Lender:): (a) this Agreement, duly executed by Borrower the representations and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created warranties made or deemed made by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party herein shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Funding Date with the same force and effect as if made on and as of such date except to the extent that all conditions such representations and warranties expressly relate solely to an earlier date (in this Article III (other than this subsection) which case such representations and warranties shall have been satisfied or waived in writing by Lendertrue and correct on and as of such earlier date); (kb) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuingcontinuing or will result from the Term Loan being made on such date; (lc) all conditions to the Services AgreementLiquidation Closing shall have been satisfied or waived (if waivable), other than conditions that, by their nature shall be performed at the Liquidation Closing; (d) there shall not have occurred any event, change or occurrence since the Effective Date that has had or would reasonably be expected to have a Material Adverse Effect; (e) receipt by Lender of a duly executed Note dated the Funding Date; (f) receipt by Lender of a certificate, dated as of the Funding Date, and duly executed by the Secretary of Borrower, providing verification of incumbency and certifying as to and attaching (i) Borrower’s board resolutions approving the transactions contemplated by the Loan Documents and (ii) Borrower formation documents certified by the Secretary of State of Borrower’s state of formation as of a recent date acceptable to Lender and REG Services Group, LLCBorrower’s governing documents; (mg) receipt by Lender of a certificate of an officer of Borrower, dated as of the Funding Date, certifying that the conditions to funding of the Term Loan set forth in paragraphs (a), (b), (c), and (d) of this Section 3.01 shall have received for its own account been satisfied as of the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel)Funding Date; (nh) Lender Borrower shall have received evidence, paid to Lender the Origination Fee in form and substance acceptable accordance with Section 2.06 or shall have authorized Lender to Lender, of (1) deduct the subordination Origination Fee from the net proceeds of the WCC Loan and FC Loan and (2) the payoff of the FMCF Term Loan; and; (oi) receipt by Lender of such other documents and instruments as Lender may reasonably deem necessary or appropriate to effectuate the Side Letter, duly executed by Borrower intent and Lenderpurpose of this Agreement.

Conditions Precedent to Funding. The obligations of Lender to make loans under the Loan are subject to Bridge Facility shall be available on the conditions precedent that Lender shall have received the following, in form and substance satisfactory to Lender: (a) this Agreement, duly executed by Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto date (the “NoteFunding Date”) on which the Funding Conditions are satisfied or waived. Certain Funds Period: In the event the Loan Documentation is entered into prior to the Funding Date, then during the period from and including the Effective Date to and including the funding of the Bridge Facility on the Funding Date (the “Certain Funds Period”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; notwithstanding (i) that any representation made on the Pledge AgreementEffective Date (excluding the Specified Representations made on the Funding Date to the extent constituting Funding Conditions) was incorrect, duly executed (ii) any failure by Borrowerthe Borrower to comply with the affirmative covenants, Pledgor and Lender; negative covenants and/or financial covenants, (jiii) a duly executed certificate any provision to the contrary in the Loan Documentation or otherwise or (iv) that any condition to the occurrence of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party the Effective Date may subsequently be determined not to a Loan Document in each Loan Document to which it is a party have been satisfied, neither the Administrative Agent nor any Lender shall be true and correct entitled to (1) cancel or reduce any of its commitments under the Bridge Facility (except as set forth in all material respects as “Mandatory Prepayments” above), (2) rescind, terminate or cancel the Loan Documentation or exercise any right or remedy or make or enforce any claim under the Loan Documentation, related notes, related fee letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its loan or the availability of the date Bridge Facility, (3) refuse to participate in making its loan; provided that all conditions in this Article III (other than this subsection) the Funding Conditions have been satisfied or waived or (4) exercise any right of set-off or counterclaim in writing respect of its loan to the extent to do so would prevent, limit or delay the making of its loan. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable Funding Condition is not satisfied or waived by Lender; the Majority Commitment Parties on the Funding Date (k) a duly executed certificate of an authorized officer of Borrower certifying that no event other than, if such conditions have been satisfied or condition which upon noticewaived by the Majority Commitment Parties on or prior to the Funding Date, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a the conditions set forth under the heading “DefaultConditions Precedent to Effectiveness”) or Event and (B) immediately after the expiration of Default shall have occurred the Certain Funds Period, all of the rights, remedies and be continuing; (l) entitlements of the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee Administrative Agent and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender Lenders shall have received evidence, in form and substance acceptable be available notwithstanding that such rights were not available prior to Lender, of (1) the subordination such time as a result of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lenderforegoing.

Conditions Precedent to Funding. The obligations effectiveness of this Agreement and the obligation of the Lender to make the Loan any Advance hereunder, are subject to the conditions precedent that the Lender shall have received the followingfollowing to the extent not previously received by Lender, in form and substance reasonably satisfactory to the Lender: (a) this This Agreement, duly executed by the Borrower and the Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”)[Intentionally Omitted]; (c) The Term Note and the Term Revolving Note duly executed by the Borrower; (d) The Mortgage, fully executed and notarized, to secure the Loan Loans encumbering on a first lien basis the fee interest of the Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c3.01(d); (de) a A Security Agreement duly executed by the Borrower and in a form as provided by the Lender by which security agreement the Lender is granted a security interest by the Borrower in the Collateral; (ef) A copy of all permits and government approvals obtained relating to the Guaranty construction of the Project; (g) [Intentionally Omitted]; (h) Copies of all Material Contracts between Borrower and third parties used in the normal operations of Borrower, including but not limited to management agreements, marketing agreements, and corn delivery agreements; (i) Assignments of the Material Contracts by Borrower, duly executed by Guarantorthe Borrower and pursuant to which the Borrower shall have assigned to the Lender all of the Borrower’s right, title and interest in and to each such contracts, and which assignment shall have been consented to and certified in writing by the other party(ies) to each such contract; (fj) financing statements Financing Statements in form and content reasonably satisfactory to the Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and; (gk) a deposit account control agreement for Copies of UCC, tax and judgment lien search reports listing all financing statements and other encumbrances which name the Deposit Account kept Borrower (under its present name and maintained any previous name) and which are filed in the jurisdictions in which the Borrower is located, organized or maintains collateral, together with copies of such financing statements (none of which shall cover the collateral purported to be covered by Borrower.the Security Agreement); (hl) a Evidence that all other actions necessary or, in the reasonable opinion of the Lender, desirable to enable the Lender to perfect and protect the security interests created by the Security Agreement have been taken; (m) An ALTA mortgagee title insurance policy issued by a title insurance company acceptable to Lender, with respect to the Real Property, assuring the Lender that the Mortgage creates a valid and enforceable encumbrance on the Real Property, free and clear of all defects and encumbrances except Permitted Liens and containing: (i) a comprehensive endorsement (ALTA form 9); (ii) a zoning endorsement (ALTA form 3.0) specifying an ethanol production facility as a permitted use for all of the parcels included in favor of the Real Property; and (iii) a restrictions, encroachments, minerals-owners endorsement (ALTA Form 9.2) and (iv) such endorsements as the Lender by Commonwealth Land Title Insurance Company shall reasonably require. All such title insurance policies shall be in form and substance reasonably satisfactory to Lender; (i) the Pledge AgreementLender and shall provide for affirmative insurance and such reinsurance as the Lender may reasonably request, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions foregoing in this Article III (other than this subsection) have been satisfied or waived in writing by form and substance reasonably satisfactory to the Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Maps or plats of the Real Property certified to the Lender and the title insurance company issuing the policy referred to in Subsection 3.01(m) (the “Title Insurance Company”) in a manner reasonably satisfactory to each of the Lender and the Title Insurance Company, dated a date reasonably satisfactory to each of the Lender and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall have received evidencebe sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites necessary to use the sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map; (o) Evidence as to: (i) whether any portion of the Real Property is in form an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”); and substance acceptable to Lender, (ii) if any portion of the Real Property is a Flood Hazard Property: (A) whether the community in which such Real Property is located is participating in the National Flood Insurance Program; (B) the Borrower’s written acknowledgment of receipt of written notification from the Lender (1) as to the subordination of the WCC Loan and FC Loan fact that such Real Property is a Flood Hazard Property and (2) as to whether the payoff community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (C) copies of insurance policies or certificates of insurance of the FMCF Loan; andBorrower evidencing flood insurance satisfactory to the Lender and naming the Lender as sole loss payee on behalf of the Lender; (op) Evidence reasonably satisfactory to the Lender that the Real Property and the contemplated use of the Real Property, are in compliance in all material respects with all applicable Laws including without limitation health and Environmental Laws, including, but not limited to all concentrated animal feedlot operations rules and regulations, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for the Real Property, the permitted uses of the Real Property under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks) and laws regarding access and facilities for disabled persons including, but not limited to, the Federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990; (q) A certificate of an officer of the Borrower together with true and correct copies of the following: (i) the Side Letterorganizational documents of the Borrower, duly including all amendments thereto, certified by the Office of the Secretary of State of the state of its formation and dated within 30 days prior to the date hereof; (ii) the Operating Agreement of the Borrower, including all amendments thereto; (iii) the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the other Loan Documents, and all documentation executed and delivered in connection therewith to which the Borrower is a party; (iv) certificates of the appropriate government officials of the state of organization of the Borrower as to its existence, and certificates of the appropriate government officials in each state where each corporate Borrower does business and where failure to qualify as a foreign corporation would have a material adverse effect on the business and financial condition of the Borrower, as to its good standing and due qualification to do business in such state, each dated within 30 days prior to the date hereof; and (v) the names of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to be executed by each corporate Borrower, together with a sample of the true signature of each such officer; (r) Legal opinion of Xxxxx XxXxxxx LLP, legal counsel for the Borrower, reasonably acceptable to Lender in form and substance; (s) An intercreditor and subordination agreement between the Lender and any holder of Subordinated Debt, including without limitation the tax increment financing debt evidenced by that certain Indenture of Trust by and between the US Bank, National Association, as Trustee, and Borrower, as to the priority of the Lender’s security interests in the Collateral, rights to payment following an Event of Default, and as to such other matters as reasonably requested by the Lender; (t) Evidence that the costs and expenses (including, without limitation, attorney’s fees) referred to in Section 7.04, to the extent incurred and invoiced, shall have been paid in full; (u) The results of the Lender’s inspection of the Collateral, and the Lender’s receipt of an appraisal of the Collateral acceptable to Lender in its sole discretion; (v) Satisfactory review by the Lender of any pending litigation relating to the Borrower; (w) An environmental site assessment that complies with the standards set forth in the ASTM E1527-05 Phase I Environmental Site Assessment Process and such additional information as Lender shall require in order to establish that Lender has made “all appropriate inquiries” as provided under Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and 40 C.F.R. Part 312; (x) A schedule, certified by Borrower as accurate and Lender.complete, setting forth the necessary licenses, permits and consents required by applicable federal, state, and local governmental entities required for the lawful construction and operation of the Project; (y) [Intentionally Omitted] (z) [Intentionally Omitted] (aa) A deposit account control agreement for all deposit accounts kept and maintained by the Borrower; (bb) Evidence that the insurance required by Sections 5.01(j) and 5.01(r)

Conditions Precedent to Funding. The Lender shall fund the Loan, subject to the terms and conditions hereof, on March 31, 1987. Lender's obligations of Lender to make the under this Loan and Security Agreement are subject to the fulfillment to the satisfaction of Lender, prior to or on March 31, 1987, of the following conditions precedent that precedent: (a) Lender shall have received a Note in the followingamount of thirty-six million dollars ($36,000,000). (b) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall be in full force and effect and copies thereof shall have been delivered to Lender or its American special counsel: (i) this Loan and Security Agreement; (ii) the Consent Agreement, in form and substance satisfactory to PSA, Borrower and Lender; (iii) the IBM Consent Agreement, in form and substance satisfactory to Borrower, Lender and IBM; (iv) the Assignment Agreement, in form and substance satisfactory to Lender:, PSA and Borrower; and (av) this the Instructions and Consent Agreement, duly executed by Borrower in form and Lender; (b) Borrower shall have delivered substance satisfactory to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”);and Borrower. (c) Lender or its American special counsel shall have received the Mortgage, fully executed and notarized, original Lease marked to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c);indicate chattel paper copies. (d) Borrower has issued a Security Agreement duly executed by Borrower and in a form as provided by receipt to Lender by which security agreement Lender is granted a security interest by Borrower in for the Collateral;loan funds. (e) An independent insurance broker's report together with certificates of insurance from such broker, in form and substance satisfactory to Lender, as to the Guaranty duly executed by Guarantor;due compliance with the terms of Article 12 of the Lease. (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the A Uniform Commercial Code of financing statement or statements covering all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by or pursuant to the Security Agreement Granting Clause shall have been executed and Pledge delivered by Borrower, as debtor, and by Lender, as secured party, or by Lessee, as debtor, and by Lender, as secured party, and by Airlease, as debtor, and by Lender, as secured party, with regard to the Collateral except the Assignment Agreement; and, and such financing statement or statements shall have been duly filed in Pennsylvania and California, and all other actions shall have been taken, which in the opinion of American special counsel for Lender are necessary and desirable to perfect such security interests, and a Uniform Commercial Code financing statement or statements describing the Lease as a lease and naming Lender as assignee of Borrower shall have been executed and delivered by Borrower and by Lessee, and shall have been duly filed in Pennsylvania and California and in all places in which in the opinion of American special counsel for Lender such filing is necessary or desirable. (g) a deposit account control agreement for Lender or its American special counsel shall have received letters as to the Deposit Account kept number of investors to whom debt and maintained by Borrowerequity interests were offered. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender;or its American special counsel shall have received: (i) Certificate of the Pledge Agreement, duly executed by Secretary of State of Pennsylvania listing all corporate documents and copies of the articles of incorporation of Borrower, Pledgor and Lender; (jii) a duly executed certificate Certificate from the Secretary of an authorized officer State of Borrower Pennsylvania certifying that each representation Borrower is duly incorporated and warranty in good standing and has paid all of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lenderits franchise taxes; (kiii) a duly executed certificate Certificate of an authorized officer the Secretary of Borrower certifying that no event or condition which upon noticeas to the changes in organizational documents, lapse by-laws resolutions of time or both would, unless cured or waived, become an Event its board of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee directors and the Additional Fees due incumbency and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination signatures of the WCC Loan and FC Loan and (2) the payoff officers of the FMCF LoanBorrower; and (o) the Side Letter, duly executed by Borrower and Lender.

Conditions Precedent to Funding. The obligations satisfaction of Lender to make each of the Loan are subject following shall constitute conditions precedent to the conditions precedent that Lender shall have received funding of the following, in form and substance satisfactory to LenderAdditional Loans: (a) this Agreement, duly executed by Borrower and LenderThe occurrence of the First Amendment Effective Date; (b) Borrower The Agent and First Amendment Lenders shall have delivered received a Borrowing Notice at least five Business Days (or such shorter time as agreed by the Arranger) prior to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto anticipated borrowing date (the “NoteFirst Amendment Funding Date”); (c) The Agent shall have received a certificate of a Responsible Party of each Loan Party, dated of even date herewith, in substantially the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest form of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c)Exhibit A hereto; (d) The Agent shall have received a Security Agreement duly executed by Solvency Certificate certifying the solvency of Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in its Subsidiaries after giving effect to the Collateraltransactions contemplated hereby and the consummation of the Chief Acquisition; (e) Each of the Guaranty duly parties thereto shall have executed the Crescent PSA, in form and substance substantially the same as the Approved Draft PSA, for purchase by Guarantor;Crescent of the Assets (as defined in the Crescent PSA) (the acquisitions contemplated in the Chief Acquisition Agreements, together the “Chief Acquisition”) (f) financing statements The Agent shall have received (as contemplated by Exhibit A hereto) true, correct and complete executed copies of each of the Chief Acquisition Agreements together with all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in form and content reasonably satisfactory to Lender and connection therewith, executed, made or delivered by any Person in proper form under connection with the Uniform Commercial Code of all jurisdictions as may be necessary orChief Acquisition (together, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and“Chief Acquisition Documents”); (g) a deposit account control agreement for The Chief Acquisition shall have closed prior to or substantially concurrently with the Deposit Account kept and maintained by Borrower.funding of the Additional Loans in accordance with the terms of the Chief Acquisition Documents; (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably The Agent shall have received evidence satisfactory to LenderArranger that concurrently with the advancement of the Additional Loans hereunder arrangements satisfactory to Arranger shall have been made for the termination of any Liens and security interests (other than Permitted Liens) encumbering the Assets (as defined in the Chief Acquisition Agreements); (i) The Lenders and the Pledge AgreementAgent shall have received all fees required to be paid under any Loan Document or other written agreement (including, duly executed by Borrowerfor the avoidance of doubt, Pledgor and Lender;the First Amendment Fee Letter); and (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of No Default (any such event or condition, a “Default”) or Event of Default shall have has occurred and be is continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lender.

Conditions Precedent to Funding. The obligations of Lender shall not be obligated to make any loan available (other than advances under a Development Loan for which: (i) a conforming Request for Commitment has been submitted to Lender, (ii) the Loan operations covered by such Request for Commitment are subject to Development Operations set forth on Schedule 2.1(b), (iii) Borrower has commenced such Development Operations and (iv) has given Lender written notice thereof) unless the following conditions precedent that Lender shall have received the following, in form and substance satisfactory to Lender:been satisfied. (a) There is no Event of Default, Unmatured Event of Default or Tax Claim under this Agreement, duly executed by Borrower and Lenderthe Mortgage or any other Loan Document; (b) Borrower All of Borrower's representations and warranties made in any Loan Document shall be true and correct as if made on the date of such advance (except to the extent that the facts upon which such representation are based have delivered to Lender a promissory note duly executed been changed by Borrower evidencing the Loan substantially in the form extension of Exhibit A hereto (the “Note”credit hereunder); (c) the Mortgage, fully executed Borrower shall have performed and notarized, to secure complied with all agreements and conditions in the Loan encumbering Documents which are required to be performed or complied with by it on a first lien basis or prior to the fee interest date of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c)such Loans; (d) a Security Agreement duly executed by Borrower and No law, regulation, order, judgment or decree of any governmental authority is in a form as provided by Lender by effect or pending which security agreement Lender is granted a security interest by Borrower shall enjoin, prohibit or restrain such loan or impose, or result in the Collateralimposition of, any adverse condition upon Lender; (e) Lender shall have received all documents and instruments which Lender has then reasonably requested as to, (i) the Guaranty duly executed accuracy and validity of or compliance with all representations, warranties and covenants made by Guarantorthe Borrower in any Loan Document, (ii) the satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Lender (in reasonable exercise of its discretion) in form, substance, and date; (f) financing statements in form Lender shall have received satisfactory due diligence analysis including, but not limited to, financial and content reasonably satisfactory operational data, title and environmental review, all such data to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created provided by the Security Agreement and Pledge AgreementBorrower; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received satisfactory information regarding existing gas sales and oil sales with respect to production of Hydrocarbons from or allocable to the Properties, which will include, for its own account the Lender Fee and the Additional Fees due and payable (including reasonable gas sales on a well-by-well basis, where applicable, transportation costs, fees gathering costs, processing costs, gas stream heating content, then-current market prices for gas of similar quality and expenses copies of legal counsel); (n) Lender shall have received evidenceexisting sales contracts and for oil sales, in form individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and substance acceptable to Lender, copies of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lenderexisting sales contracts.

Conditions Precedent to Funding. The obligations obligation of Lender the Lenders to make Loans on the Loan are Closing Date shall be subject to the conditions precedent that Lender shall have received satisfaction of the following, in form and substance satisfactory to Lenderfollowing conditions: (a) this Agreement, duly executed by Borrower and Lender;The Effective Date shall have occurred. (b) Borrower The Administrative Agent shall have delivered received a Notice of Borrowing signed by a Responsible Officer of the Borrower, and a Notice of Account Designation specifying the account or accounts to Lender a promissory note duly executed by Borrower evidencing which the Loan substantially in proceeds of any Loans that are made on the form of Exhibit A hereto (the “Note”);Closing Date are to be disbursed. (c) The Elizabethtown Gas Acquisition and related transactions shall be consummated substantially concurrently with the MortgageClosing Date in accordance with the Acquisition Agreement and the Acquisition Agreement shall not have been amended or modified, fully executed and notarizedno condition shall have been waived or consent granted, in any respect that is materially adverse to secure the Loan encumbering Lenders or the Arrangers without the Arrangers’ prior written consent (it being understood and agreed that (i) any decrease in the Acquisition Consideration in excess of 10% shall be deemed materially adverse to the Lenders and the Arrangers, (ii) any decrease in the Acquisition Consideration equal to or less than 10% shall be deemed not materially adverse to the Lenders and the Arrangers to the extent such decrease is applied to reduce the Bridge Facility, the credit facility hereunder, or any combination thereof (at the Company’s sole discretion) on a first lien basis dollar-for-dollar basis, (iii) any increase in Acquisition Consideration that is funded solely with equity shall not be deemed to be materially adverse to the fee interest of Borrower Lenders and the Arrangers, and (iv) any increase or decrease in the Real Property and purchase price in respect of the fixtures thereon described Elizabethtown Gas Acquisition pursuant to any purchase price or similar adjustment provisions set forth in Schedule 3.01(cthe Acquisition Agreement (as in effect on October 15, 2017) shall not constitute an amendment, consent, waiver or other modification to the Acquisition Agreement);. (d) a Security The Acquisition Agreement duly executed by Borrower Representations shall be true and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in correct and the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party Specified Representations shall be true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be true and correct in all respects) as of the date Closing Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all conditions material respects (unless already qualified by materiality or “material adverse effect”, in this Article III (other than this subsectionwhich case they shall be true and correct in all respects) have been satisfied or waived in writing by Lender; (k) a duly executed certificate as of an authorized officer of Borrower certifying that such earlier date). There shall be no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default pursuant to Section 7.01(a) or 7.01(e) (limited to each of the Company and the Borrower). (e) Since October 15, 2017, no Acquired Business Material Adverse Effect shall have occurred and be continuing;occurred. (lf) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender The Administrative Agent shall have received for its own account each of the Lender Fee Company and the Additional Fees due Acquired Business (a) U.S. GAAP audited consolidated balance sheets and payable related statements of income, stockholders’ equity and cash flows for the three most recent fiscal years ended at least 60 days prior to the Closing Date and (including reasonable costsb) U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, fees stockholders’ equity and expenses cash flows for each subsequent fiscal quarter ended at least 40 days before the Closing Date; provided that filing of legal counselthe required financial statements on Form 10-K and Form 10-Q by the Company will be deemed to satisfy the foregoing requirements (with respect to the Company only);. (ng) Lender The Administrative Agent shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination a certificate from a Responsible Officer of the WCC Loan Borrower in the form attached hereto as Exhibit C certifying that the Borrower and FC Loan its Subsidiaries, on a consolidated basis after giving effect to the Elizabethtown Gas Acquisition and the other transactions contemplated hereby, are Solvent. (h) The Arrangers, the Administrative Agent and the Lenders shall have received all fees and (2to the extent invoiced no later than two Business Days prior to the Closing Date) expenses required to be paid on or prior to the payoff Closing Date pursuant to the Fee Letter or otherwise. (i) To the extent requested by the Arrangers, or any Lender on or prior to the date that is ten Business Days prior to the Closing Date, the Arrangers shall have received, at least three Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the FMCF Loan; and (oCompany certifying that the conditions specified in Sections 4.02(c), 4.02(d) and 4.02(e) have been satisifed on the Side LetterClosing Date. For purposes of determining compliance with the conditions specified in this Section 4.02, duly executed each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by Borrower and Lenderor acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Funding. The obligations funding of Lender to make the Loan are subject to 2021 Incremental Term Loans shall not occur until the date (the “Third Amendment Funding Date”) on which each of the following conditions precedent that Lender shall have received been satisfied or waived by the followingAdministrative Agent; provided that (i) the 2021 Incremental Term Loans shall be funded on the Third Amendment Funding Date and (ii) if the Third Amendment Funding Date has not occurred by the Termination Date (as defined in the Acquisition Agreement), the 2021 Incremental Term Loan Commitments shall be automatically reduced to zero and terminated as of 11:59 p.m., New York City time, on the Termination Date (as defined in form and substance satisfactory to Lender:the Acquisition Agreement): (a) this Agreement, duly the Borrower shall have delivered to the Administrative Agent an executed by Borrower Committed Loan Notice with respect to the 2021 Incremental Term Loans not later than (A) 1:00 p.m. (New York City time) three Business Days prior to the Third Amendment Funding Date for any Borrowing of Eurodollar Rate Loans and Lender(B) 12:00 noon (New York City time) one Business Day prior to the Third Amendment Funding Date for any Borrowing of Base Rate Loans; (b) the Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially Administrative Agent confirmation (in the form of Exhibit A hereto an officer’s certificate) that: (i) the Acquisition shall have been or shall be consummated pursuant to the Acquisition Agreement in all material respects substantially concurrently with the funding of the 2021 Incremental Term Loans; and (ii) since the Third Amendment Effective Date, the Acquisition Agreement has not been amended, supplemented, waived or modified pursuant to its terms in a manner that is materially adverse to the 2021 Incremental Term Lenders, in their respective capacities as such, without the consent of the 2021 Incremental Term Lenders (such consent not to be unreasonably withheld, conditioned or delayed); provided that each 2021 Incremental Term Lender shall be deemed to have consented to such amendment, supplement, waiver or modification unless it shall object in writing thereto within five business days of being notified or otherwise becoming aware of such amendment, waiver or modification; provided further, that (i) an amendment, supplement, waiver or modification of the Acquisition Agreement that has the effect of reducing the purchase price thereunder be deemed not to be materially adverse to the interests of the 2021 Incremental Term Lenders and any such reduction will be allocated to reduce the 2021 Incremental Term Loans of the 2021 Incremental Term Lenders on a pro rata basis, (ii) an amendment, supplement, waiver or modification of the Acquisition Agreement that has the effect of increasing the purchase price thereunder will be deemed not to be materially adverse to the 2021 Incremental Term Lenders if such increase is not funded with indebtedness for borrowed money incurred on the 2021 Incremental Term Lenders and (iii) any change to, or waiver with respect to, the definition of “Material Adverse Effect” contained in the Acquisition Agreement (as in effect on the date hereof) or the “Note”)Xerox” provisions of the Acquisition Agreement will be deemed to be materially adverse to the interests of the 2021 Incremental Term Lenders; (c) confirmation from the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower (in the Real Property and form of an officers certificate) that the fixtures thereon described in Schedule 3.01(c)Refinancing either (i) has been consummated or (ii) will be consummated substantially concurrently with the initial borrowing under the 2021 Incremental Term Loans; it being agreed that the Refinancing may be consummated with the proceeds of the initial funding of the 2021 Incremental Term Loans; (d) since the Third Amendment Effective Date, there shall not have occurred a Security Agreement duly executed by Borrower and in a form Material Adverse Effect (as provided by Lender by which security agreement Lender is granted a security interest by Borrower defined in the CollateralAcquisition Agreement) that would result in the failure of a condition precedent to the Borrower’s obligation to consummate the Acquisition under the Acquisition Agreement or that would give the Borrower the right (taking into account any notice and cure provisions) to terminate its obligations pursuant to the terms of the Acquisition Agreement; (e) the Guaranty duly executed by Guarantor2021 Incremental Term Lenders will have received an unaudited pro forma consolidated balance sheet and related pro forma income statement of the Borrower and its Subsidiaries as of and for the twelve month period ending as of September 30, 2021, giving effect to the transactions contemplated hereby (including the Acquisition and the incurrence of the 2021 Incremental Term Loans) as if such transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement), it being agreed that such pro forma financial statements need not comply with Regulation S-X under the U.S. Securities Act of 1933, as amended, or include purchase accounting adjustments; (f) financing statements The Third Amendment Acquisition Agreement Representations and the representations and warranties in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary orSection 5 hereof, in each case, shall be true and correct as of the opinion of LenderThird Amendment Funding Date, desirable to perfect and the security interests created by the Security Agreement and Pledge Agreement; and (g) Administrative Agent shall have received a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company certificate, in form and substance reasonably satisfactory to Lenderthe Administrative Agent, 2021 Incremental Term Lenders, dated as of the Third Amendment Funding Date and signed by a Responsible Officer of the Borrower, certifying the foregoing; (g) the Administrative Agent shall have received on or before the Third Amendment Funding Date, in each case which amounts may, at the Borrower’s option, be offset against the proceeds of the 2021 Incremental Term Loans, (i) all fees required to be paid by the Pledge AgreementBorrower on the 2021 Incremental Term Loans pursuant to the Engagement Letter, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects dated as of the date that Third Amendment Effective Date, by and among the Third Amendment Lead Arrangers and the Borrower (the “Engagement Letter”), and (ii) all conditions expenses required to be paid by the Borrower pursuant to Section 11.04 of the Existing Credit Agreement and/or the Engagement Letter, in this Article III (other than this subsection) each case for which invoices have been satisfied or waived in writing by Lender; presented to the Borrower at least three (k3) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) Business Day prior to the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF LoanThird Amendment Funding Date; and (oh) the Side Letterinitial funding of the 2021 Incremental Term Loans will not occur prior to December 21, duly executed by Borrower and Lender2021.

Conditions Precedent to Funding. The obligations satisfaction (or waiver in writing by Agent (at the direction of Lender to make the Loan are subject Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the funding of the 2024-1 Term Loans (the date on which all such conditions precedent that Lender are either satisfied or waived, being the “Eighth Amendment Funding Date”): (a) the occurrence of the Eighth Amendment Effective Date; (b) the Agent and the Lenders shall have received the followingreceived, in form and substance satisfactory to Lender: (a) this Agreementthe Lenders, duly executed by wire instructions for the account into which the portion of the 2024-1 Term Loan proceeds directed to the Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially should be deposited as set forth in the form direction letter and Funds Flow Memorandum attached thereto, which shall reflect the capitalization of Exhibit A hereto (all applicable fees due pursuant to Section 7 hereof and an allocation of the “Note”)payment in full of all Lender Expenses due pursuant to Section 7 hereof in immediately available funds; (c) the Mortgage, fully executed and notarized, 2024-1 Term Loans shall be deemed to secure the Loan encumbering on a first lien basis the fee interest of Borrower have been made in the Real Property and August PIK Fee Amount in accordance with the fixtures thereon described in Schedule 3.01(c);Amendment Number Eight Fee Letter; and (d) the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Security Positive Election under (and as defined in) that certain Tripartite Crude Supply Agreement duly executed dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie through September 24, 2024. For purposes of determining compliance with the conditions specified in this Section 5, each 2024-1 Term Loan Lender that funds its 2024-1 Term Loan shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably or acceptable or satisfactory to Lender and in proper form under it upon funding its 2024-1 Term Loan unless the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as of the date that all conditions in this Article III (other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall have occurred and be continuing; (l) the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender Agent shall have received for notice from such 2024-1 Term Loan Lender prior to the proposed Eighth Amendment Funding Date specifying its own account objection thereto. For the Lender Fee avoidance of doubt, it is hereby acknowledged and agreed that in the Additional Fees due event that the conditions specified in this Section 5 are not satisfied on or before 3:00 p.m. New York time on August 26, 2024, the 2024-1 Commitment and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination obligation of the WCC 2024-1 Term Loan and FC Loan and (2) Lenders to make the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and Lender2024-1 Term Loans shall automatically terminate at such time.

Conditions Precedent to Funding. The obligations Sections 2 and 3 of Lender to make this Amendment shall become effective on the Loan are subject to date on which each of the following conditions precedent that Lender is satisfied (or waived by the Lenders in writing) (such date, the “First Amendment Effective Date”): 6.1 the Administrative Agent and the Lenders shall have received the followingreceived, in form and substance satisfactory to Lender: (a) this Agreement, duly executed by Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lenderthe Lenders providing the Refinancing Term Loans, a payoff letter and all other documents or instruments necessary to release all applicable Liens and evidence of the discharge of all applicable guarantees upon the funding of the Refinancing Term Loans related to the repayment in full, and the termination of, the Existing ABL Agreement and the other related documents; 6.2 the Borrower shall have paid concurrently with the funding of the Refinancing Term Loans hereunder (i) all reasonable out-of-pocket expenses required to be paid on the Pledge First Amendment Effective Date pursuant to Section 15 below, (ii) all fees payable under the First Amendment Fee Letter, and (iii) all fees payable to each Lender and the Administrative Agent in accordance with the Credit Agreement, duly executed by Borrower, Pledgor and Lender; (j) 6.3 the Administrative Agent and the Lenders shall have received a duly executed certificate Borrowing Request (as defined in the Existing Credit Agreement); 6.4 the Administrative Agent and the Lenders shall have received evidence of an authorized officer the consummation of the Refinancing Transactions, in form and substance reasonably acceptable to the Lenders providing the Refinancing Term Loans; 6.5 to the extent requested by July 10, 2023 (or such later date as the Borrower certifying that each representation may agree), the Administrative Agent and warranty the Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, including, without limitation, a duly executed W-9 tax form (or such other applicable IRS tax form) of Borrower the Loan Parties; 6.6 the Administrative Agent and each the Lenders shall have received updated schedules to the Security Agreement, together with a duly executed IP Security Agreement in respect of any new intellectual property Collateral reflected on such updated schedule; 6.7 the Administrative Agent and the Lenders shall have received a written opinion (addressed to the Administrative Agent and the Lenders providing the Refinancing Term Loans and dated as of the First Amendment Effective Date and in form and substance reasonably acceptable to the Administrative Agent and the Lenders providing the Refinancing Term Loans) of (1) Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Borrower, covering certain matters relating to the Loan Documents as the Administrative Agent or the Lenders providing the Refinancing Term Loans shall reasonably request and (2) Xxx Xxxxxx LLP, special New Jersey counsel to the Loan Parties; 6.8 the representations and warranties contained in this Amendment, the Credit Agreement and the other Person that is party to a Loan Document in each Loan Document to which it is a party Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the date that extent such representation and warranty speaks to an earlier date, in which case such representation and warranty shall be true and correct in all conditions material respects on and as of such earlier date), in this Article III (other than this subsection) have been satisfied or waived in writing by Lender;each case, without duplication of materiality qualifiers; and (k) a duly executed certificate of an authorized officer of Borrower certifying that 6.9 no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default shall exist or have occurred and be continuing; continuing (lafter giving effect to the Transactions and the provisions of this Amendment and the Credit Agreement). For the avoidance of doubt, (I) upon the Services completion of the conditions set forth in Section 5, each Lender’s obligations to fund the Refinancing Term Loans on the First Amendment Effective Date, and the Borrower’s obligations to consummate the Refinancing Transactions on the First Amendment Effective Date, shall be binding and may not be revoked, reduced, terminated or otherwise modified for any reason and (II) upon satisfaction of the conditions set forth in Section 6 (which shall occur no later than July 21, 2023), each Lender shall fund its pro rata share of the Refinancing Term Loans in accordance with the Credit Agreement, duly executed by Borrower and REG Services Groupas amended hereby, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender Borrower shall have received evidence, in form and substance acceptable consummate or cause to Lender, of (1) be consummated the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and LenderRefinancing Transactions.

Conditions Precedent to Funding. The obligations obligation of Lender MGM hereunder to make fund the Loan are is subject to the satisfaction or waiver by MGM, of each of the following conditions, provided that these conditions precedent that Lender shall have received the following, are for MGM’s sole benefit and may be waived by MGM at any time in form and substance satisfactory to Lenderits sole discretion: (a) this Agreement, The Company shall have duly executed by Borrower this Agreement and Lenderdelivered the same to MGM; (b) Borrower The Company shall have delivered to Lender a promissory note MGM the duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Convertible Note”); (c) The representations and warranties of the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document contained in each Loan Document to which it is a party Transaction Agreement shall be true and correct in all material respects as of the date when made and as of the Funding Date as though made at such time (except for representations and warranties that speak as of a specified date) and the Company shall have performed, satisfied and complied with all covenants, agreements and conditions in this Article III (other than this subsection) have been all material respects, required by such Transaction Agreements to be performed, satisfied or waived in writing complied with by Lenderit at or prior to the Funding Date. MGM shall have received an Officer’s Certificate executed by a manager of the Company, dated as of the Funding Date, to the foregoing effect and as to such other matters as may be reasonably requested by MGM, including but not limited to certificates with respect to the Company Charter Documents, resolutions relating to the transactions contemplated hereby and the incumbencies of certain officers of the Company; (kd) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default The Company shall have occurred received all Governmental Entity, members and be continuingthird-party consents and approvals necessary in connection with the issuance of the Convertible Note and the consummation of the transactions contemplated by the Transaction Agreements; (le) No Law shall have been imposed or enacted that, in the Services Agreementjudgment of MGM, duly executed by Borrower could adversely affect the transactions set forth herein or in the other Transaction Agreements, and REG Services Group, LLCno Law shall have been proposed that in the reasonable judgment of MGM could reasonably have any such effect; (mf) Lender The Company Charter Documents shall be in full force and effect and no term or condition thereof shall have received for its own account been amended, waived or otherwise modified without the Lender Fee prior written consent of MGM, provided that MGM shall have reviewed and approved the Additional Fees due and payable (including reasonable costsCompany Charter Documents, fees and expenses of legal counsel)with MGM acting in good faith; (ng) Lender The Company shall have received evidenceacquired fee simple title to the Property depicted on Exhibit I hereto, in form and substance acceptable except with respect to Lenderthe Simon Parcel, of (1) as to which the subordination of Company shall hold a valid leasehold interest pursuant to the WCC Loan and FC Loan and (2) the payoff of the FMCF Loan; andSimon Lease; (oh) the Side Letter, duly executed by Borrower and Lender.The Company shall have provided MGM with a Budget satisfactory to MGM in its reasonable discretion; (i) Intentionally Omitted;

Conditions Precedent to Funding. The obligations obligation of each Lender to make an Advance on the Loan are Funding Date was subject to the satisfaction or waiver of the following conditions precedent that Lender shall have received the following, in form and substance satisfactory to Lenderprecedent: (a) this The Bankruptcy Court shall have approved the Disclosure Statement. (b) The Administrative Agent shall have received on or before the Funding Date the following, each dated such day (unless otherwise specified): (i) This Agreement, duly executed by Borrower and Lender;the parties hereto. (bii) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan an escrow agreement, in substantially in the form of Exhibit A D hereto (the “Note”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company or otherwise in form and substance reasonably satisfactory to Lender;the Administrative Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Escrow Agreement”), duly executed by the Borrower, the Administrative Agent and the Escrow Agent. (iii) Certified copies of the resolutions of the board of directors of the Borrower approving the execution and delivery of this Agreement and the other Loan Documents. (iv) A copy of the charter or other constitutive document of the Borrower and each amendment thereto, certified (as of a date not more than 20 days prior to the Funding Date), if applicable, by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (v) A certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date (the statements made in which certificate shall be true on and as of the Funding Date), certifying as to (A) the accuracy and completeness as of the Funding Date of the charter or other constitutive document of the Borrower delivered pursuant to Section 3.01(b)(iv) and the absence of any changes thereto since the date of the Secretary of State’s certificate referred to in such Section; (B) a true and correct copy of the bylaws (or equivalent organizational documents) of the Borrower as in effect on the date on which the resolutions referred to in Section 3.01(b)(iii) were adopted and on the Funding Date; and (C) the due incorporation and good standing or valid existence of the Borrower as a corporation or other entity organized under the laws of the jurisdiction of its incorporation or organization, and the absence of any proceeding known to be pending or threatened in writing for the dissolution, liquidation or other termination of the existence of the Borrower. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder. (vii) The Borrower’s business plan prepared by the Borrower’s management, which shall include a financial forecast on a monthly basis for each of the first 12 months following the Funding Date and on an annual basis through the year 2014. (viii) A Notice of Borrowing for the Borrowing to be made on the Funding Date. (ix) A favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, in customary form and reasonably satisfactory to the Administrative Agent, with respect to the existence of the Borrower, the due authorization, execution and delivery and enforceability of this Agreement and the Escrow Agreement against the Borrower, and the execution and delivery of this Agreement and the Escrow Agreement by the Borrower not conflicting with the constitutive document of the Borrower or with federal and New York law. (x) [Intentionally omitted] (xi) Evidence that cash proceeds from the issuance of at least $455,000,000 in principal amount of the Senior Notes (net of fees, costs and expenses payable in connection with the issuance thereof) shall have been deposited into escrow. (c) The Lenders shall have received (i) audited annual financial statements of the Borrower and its Subsidiaries, on a Consolidated basis, for the year ended December 31, 2009; and (ii) interim unaudited monthly and quarterly financial statements of the Borrower and its Subsidiaries since December 31, 2009 through the most recently ended fiscal month ending at least 30 days prior to the Funding Date (or in the case of quarterly financial statements, through the most recently ended fiscal quarter ending at least 45 days prior to the Funding Date). (d) The Lenders shall have received all documentation and other information requested by the Administrative Agent (to the extent requested no later than three (3) Business Days prior to the Funding Date) as is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (e) All costs, fees and expenses (including, without limitation, legal fees and expenses) and other compensation contemplated by the Engagement Letter and the Fee Letter and payable to the Bookrunners, the Administrative Agent or the Lenders shall have been paid to the extent due. (f) Since December 31, 2009, there shall not have occurred a Material Adverse Change. As of the Funding Date, there shall exist no action, suit, investigation, litigation or proceeding pending in any court or before any arbitrator or governmental instrumentality that (i) would reasonably be expected to result in a Material Adverse Change or (ii) restrains, prevents or imposes or can reasonably be expected to impose conditions materially adverse to the Lenders upon the Term Facility or any of the other material transactions contemplated hereby. (g) The Borrower shall have obtained ratings of the Borrower and the Term Facility from Xxxxx’x. (h) The following statements shall be true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing into escrow shall constitute a representation and warranty by the Borrower that on the Funding Date, such statements are true): (i) the Pledge Agreement, duly executed by Borrower, Pledgor representations and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document warranties contained in each Loan Document entered into on the Funding Date are true and correct in all material respects (provided that any representation and warranty that is qualified as to which it is a party “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all material respects respects) on and as of the date that all conditions in this Article III (Funding Date, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, other than this subsection) have been satisfied or waived in writing by Lender; (k) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event representations or conditionwarranties that, by their terms, refer to a “Default”) or Event of Default shall have occurred and be continuing; (l) specific date other than the Services Agreement, duly executed by Borrower and REG Services Group, LLC; (m) Lender shall have received for its own account the Lender Fee and the Additional Fees due and payable (including reasonable costs, fees and expenses of legal counsel); (n) Lender shall have received evidenceFunding Date, in form which case such representations or warranties were true and substance acceptable correct in all material respects (provided that any representation and warranty that is qualified as to Lender“materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of (1) the subordination of the WCC Loan and FC Loan and (2) the payoff of the FMCF Loansuch specific date; and (oii) no event has occurred and is continuing, or would result from such Borrowing or from the Side Letterapplication of the proceeds therefrom, duly executed by Borrower and Lenderthat constitutes a Default.

Conditions Precedent to Funding. The obligations of Lender to make the Loan are subject As conditions precedent to the issuance of Notes on the Funding Date, each of the following conditions precedent that Lender shall have received been met on or before the following, in form and substance satisfactory to LenderOutside Date: (a) this Agreement, duly executed by Borrower and Lender; (b) Borrower the Issuer shall have deliver or cause to be delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in Agent and Majority Holders the form of Exhibit A hereto (the “Note”); (c) the Mortgagefollowing documents, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably must be satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary orMajority Holders, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender;each acting reasonably: (i) a favorable opinion of the Pledge AgreementIssuer’s Counsel addressed to the Agent and the Holders and relating to the Issuer and each Material Subsidiary, duly executed and the Note Documents to which they are party, the existence of all requisite approvals, non-conflict with laws, enforceability of the Note Documents, the creation and perfection of the Liens contemplated in the Security Documents and such other matters as may be reasonably requested by Borrowerthe Agent, Pledgor and Lenderthe Majority Holders or their respective counsel; (jii) a duly executed certificate customary and satisfactory lien search results against the Issuer and the Subsidiaries and their assets in their jurisdiction of an authorized officer of Borrower certifying that each representation and warranty of Borrower organization and each other Person that is party reasonably requested jurisdiction; (iii) payment of all of the fees payable by the Issuer to a Loan Document the Agent, the Holders, Xxxxxxxx & Xxxxx LLP, Stikeman Elliott LLP and Xxxxxxx & Xxxxxxx LLP, as applicable, on the Funding Date as provided for herein or as agreed upon between the Agent, the Holders and the Issuer in all fee letter agreements between them; (iv) the Agent and the Issuer shall have executed and delivered the Agency Fee Agreement and all fees which are then due and payable thereunder to the Agent for its own account shall have been paid to the Agent by the Issuer; (v) no Default or Event of Default shall have occurred and be continuing and each Loan Document to which it is a party of the representations and warranties set forth in Article 9 shall be true and correct in all material respects (provided that any such representations and warranties modified by materiality, Material Adverse Effect or any similar qualifier, shall be true and correct in all respects), in each case, as of the date that all conditions in this Article III (other than this subsection) of the Funding Date, and the Issuer shall have been satisfied or waived in writing by Lenderdelivered to the Agent and the Holders an Officer’s Certificate certifying the same to the Agent and the Holders; (kvi) a duly executed certificate of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default the Security Documents and other Note Documents shall have occurred been fully executed and be continuingdelivered, each in form and substance satisfactory the Holders and Holder’s counsel, each acting reasonably, and shall have been registered in all public offices where such registration is necessary or desirable to preserve, protect of perfect the Liens created thereby; (lvii) the Services AgreementAgent and the Holders shall have received a pro forma Compliance Certificate (with determination of the Consolidated Senior Debt to Consolidated EBITDA Ratio as of March 31, duly executed by Borrower 2018) from the Issuer, and REG Services Groupthe Majority Holders shall be satisfied with the same, LLCacting reasonably; (mviii) Lender the Agent and the Holders shall have received for its own account pro forma financial forecasts of the Lender Fee Issuer and the Additional Fees due and payable (including reasonable costsMajority Holders shall be satisfied with the same, fees and expenses of legal counsel)acting reasonably; (nix) Lender the Agent and the Holders shall have received evidencean Environmental Certificate from the Issuer, in form and substance acceptable satisfactory to Lenderthe Majority Holders, of acting reasonably; (1x) the subordination of Agent and the WCC Loan Majority Holders shall have received all such other documentation and FC Loan information reasonably requested from the Issuer and its Material Subsidiaries in connection with any AML/KYC Legislation as may be required in accordance with Section 18.7 hereof or as may be reasonably requested; (2xi) the payoff of Agent and the FMCF LoanMajority Holders shall have received an amendment to the Bank Facility permitting the transactions contemplated hereunder and giving effect to such other matters as the Majority Holders may reasonably request, in form and substance satisfactory to the Majority Holders, acting reasonably, (xii) the executed Intercreditor Agreement; (xiii) such other documents, consents, acknowledgements, security and perfection instrument and agreements as may be reasonably requested by the Majority Holders or their counsel; (xiv) a duly executed Conforming Warrant for each Initial Holder; and (oxv) a Note Purchase Notice requesting the Side Letterpurchase of New Money Notes or exchange of Exchange Notes, duly executed by Borrower and Lenderas applicable; (b) The conditions set forth in Section 11.1 shall have been satisfied.

Conditions Precedent to Funding. The obligations of the Lender to make fund the Loan are at Closing pursuant to this Commitment Letter shall be subject to the satisfaction on or before the Closing Date of the following conditions precedent that in favour of the Lender, each of which may be waived by the Lender shall have received the following, in form and substance satisfactory to Lender: its sole discretion: (a) this Agreement, duly executed all conditions precedent in favour of EdgePoint to the subscription by Borrower and Lender; (b) Borrower shall have delivered to Lender a promissory note duly executed by Borrower evidencing the Loan substantially in the form of Exhibit A hereto (the “Note”); (c) the Mortgage, fully executed and notarized, to secure the Loan encumbering on a first lien basis the fee interest of Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(c); (d) a Security Agreement duly executed by Borrower and in a form as provided by Lender by which security agreement Lender is granted a security interest by Borrower in the Collateral; (e) the Guaranty duly executed by Guarantor; (f) financing statements in form and content reasonably satisfactory to Lender and in proper form under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interests created by the Security Agreement and Pledge Agreement; and (g) a deposit account control agreement for the Deposit Account kept and maintained by Borrower. (h) a title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company in form and substance reasonably satisfactory to Lender; (i) the Pledge Agreement, duly executed by Borrower, Pledgor and Lender; (j) a duly executed certificate of an authorized officer of Borrower certifying that each representation and warranty of Borrower and each other Person that is party to a Loan Document in each Loan Document to which it is a party shall be true and correct in all material respects as EdgePoint of the date that all conditions in this Article III (other than this subsection) Purchased Units on Closing shall have been satisfied or waived in writing by Lender; EdgePoint so that the closing of the subscription by EdgePoint of the Purchased Units shall be completed contemporaneously with the completion of the advance of the Loan and the other transactions contemplated pursuant to this Commitment Letter and the other Loan Documents at Closing; (kb) a each of the net smelter returns royalty option agreements (the "NSR Option Purchase Agreements") to be entered into by Edgepoint and each of Premium Nickel Resources Proprietary Limited ("PNRP") and Premium Nickel Group Proprietary Limited ("PNGP") shall have been duly executed certificate and delivered by PNRP and PNGP, respectively; (c) Subject to Section 14 and Section 16, each of an authorized officer of Borrower certifying that no event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (any such event or condition, a “Default”) or Event of Default the Loan Documents shall have occurred been duly executed and be continuing; delivered by the respective Loan Parties; (ld) the Services Agreementconditional acceptance by the Exchange of the issuance of the Warrants and the listing of the Warrant Shares, duly executed subject only to the issuance thereof and fulfilment of customary listing conditions (which, for greater certainty, do not include the approval of the Borrower's shareholders in respect of any aspect of the transactions described herein); (e) receipt of the Botswana Share Pledge Approval; (f) no judgment or order will have been issued and no action, suit or proceeding will have been taken by Borrower or before any regulatory authority to cease trade, enjoin, prohibit or impose material limitations or conditions on the completion of the Loan and REG Services Group, LLC; the other transactions pursuant to this Commitment Letter and the Loan Documents; (mg) there will not exist any prohibition at law that would have the effect of preventing the completion of the Loan and the other transactions pursuant to this Commitment Letter and the Loan Documents; and (h) the Lender shall have received copies of all closing documentation and opinions in each case as may be customary for its own account completion of transactions in the Lender Fee nature of the Loan and the Additional Fees due other transactions pursuant to this Commitment Letter and payable (including reasonable coststhe Loan Documents, fees and expenses including, without limitation, those set forth under the section of legal counsel); (n) Lender shall have received evidence, in form and substance acceptable to Lender, of (1) the subordination of the WCC this Commitment Letter titled "Loan and FC Loan and (2) the payoff of the FMCF Loan; and (o) the Side Letter, duly executed by Borrower and LenderDocuments".