Common use of Ownership of the Membership Interest in Operating Company Clause in Contracts

Ownership of the Membership Interest in Operating Company. The Partnership owns of record a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to the Closing Date, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns of record such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in the Operating Company Agreement), security interests, charges or claims, other than those arising under the Partnership’s Amended and Restated Credit Agreement dated as of June 24, 2011 (as the same may be amended or restated at or prior to the Closing Date, the “Credit Agreement”), the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company (as the same may be amended or restated at or prior to the Closing Date, the “X. Xxxx ISDA Agreement”), the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006 and on September 3, 2009 (as the same may be amended or restated at or prior to the Closing Date, the “Xxxx ISDA Agreement”), the ISDA Master Agreement, dated July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities Inc. (as the same may be amended or restated at or prior to the Closing Date, the “Merrill ISDA Agreement”), and the ISDA Master Agreement, dated April 24, 2006, between Calumet and Bank of America, N.A., as the same may be amended or restated at or prior to the Closing Date (such agreement, together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement and the Merrill ISDA Agreement, the “ISDA Agreements”).

Ownership of the Membership Interest in Operating Company. The Partnership owns of record a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to the Closing Date, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns of record such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in the Operating Company Agreement), security interests, charges or claims, other than those arising under the Partnership’s Amended and Restated Credit Agreement Agreement, dated as of June 24, 2011 and as amended on December 28, 2011 (as the same may be amended or restated at or prior to the Closing Date, the “Credit Agreement”), the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company Company, as amended on September 30, 2011 (as the same may be amended or restated at or prior to the Closing Date, the “X. Xxxx ISDA Agreement”), the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006 and on 2006, September 3, 2009 2009, April 21, 2011, May 13, 2011 and September 21, 2011 (as the same may be amended or restated at or prior to the Closing Date, the “Xxxx ISDA Agreement”), the ISDA Master Agreement, dated July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities Inc. (as the same may be amended or restated at or prior to the Closing Date, the “Merrill ISDA Agreement”), and the ISDA Master Agreement, dated April 24, 2006, between Calumet and Bank of America, N.A., as the same may be amended or restated at or prior to the Closing Date (as the same may be amended or restated at or prior to each Time of Delivery, the “BOA ISDA Agreement”), the ISDA Master Agreement, dated October 3, 2011, between Calumet and Barclays Bank PLC (as the same may be amended or restated at or prior to each Time of Delivery, the “Barclays ISDA Agreement”) and the ISDA Master Agreement, dated June 1, 2012, between Calumet and Macquarie Bank Limited, as the same may be amended or restated at or prior to the Closing Date (such agreement, together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement, the Merrill ISDA Agreement, the BOA ISDA Agreement and the Merrill Barclays ISDA Agreement, the “ISDA Agreements”).

Ownership of the Membership Interest in Operating Company. The Partnership owns of record a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns of record such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information Pricing Disclosure Package and the Offering Memorandum Prospectus or otherwise contained in the Operating Company Agreement), security interests, charges or claims, other than those arising under the Partnership’s Amended and Restated Credit Agreement dated as of June 24, 2011 (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Credit Agreement”), the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “X. Xxxx ISDA Agreement”), the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006 and on September 3, 2009 (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Xxxx ISDA Agreement”), the ISDA Master Agreement, dated July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities Inc. (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Merrill ISDA Agreement”), and the ISDA Master Agreement, dated April 24, 2006, between Calumet and Bank of America, N.A., as the same may be amended or restated at or prior to the Closing Date each Time of Delivery (such agreement, together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement and the Merrill ISDA Agreement, the “ISDA Agreements”).

Ownership of the Membership Interest in Operating Company. The Partnership owns of record a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to the Closing Date, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns of record such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in the Operating Company Agreement), security interests, charges or claims, other than those arising under the Partnership’s Amended and Restated Credit Agreement dated credit agreements filed as of June 24, 2011 (as the same may be amended or restated at or prior exhibits to the Closing Date, Incorporated Documents (the “Credit AgreementAgreements”), the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company (Company, as the same may be amended or restated at or prior amended, filed as an exhibit to the Closing Date, Incorporated Documents (the “X. Xxxx ISDA Agreement”), the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006 and on September 3, 2009 (as the same may be amended or restated at or prior to the Closing Date, the “Xxxx ISDA Agreement”), the ISDA Master Agreement, dated July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities Inc. Inc., as amended (as the same may be amended or restated at or prior to the Closing Date, the “Merrill ISDA Agreement”), and the ISDA Master Agreement, dated April 24, 2006, between Calumet and Bank of America, N.A., as the same may be amended or restated at or prior to the Closing Date (such agreement, together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement and the Merrill ISDA Agreement, the “ISDA Agreements”).

Ownership of the Membership Interest in Operating Company. The Partnership owns of record a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns of record such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information Pricing Disclosure Package and the Offering Memorandum Prospectus or otherwise contained in the Operating Company Agreement), security interests, charges or claims, other than those arising under the Partnership’s Amended and Restated Credit Agreement dated as of June 24, 2011 (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Credit Agreement”), the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company Company, as amended on September 30, 2011 (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “X. Xxxx ISDA Agreement”), the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006 and on 2006, September 3, 2009 2009, April 21, 2011, May 13, 2011 and September 21, 2011 (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Xxxx ISDA Agreement”), the ISDA Master Agreement, dated July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities Inc. (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Merrill ISDA Agreement”), and the ISDA Master Agreement, dated April 24, 2006, between Calumet and Bank of America, N.A., as the same may be amended or restated at or prior to each Time of Delivery (as the Closing Date same may be amended or restated at or prior to each Time of Delivery, the “BOA ISDA Agreement”) and the ISDA Master Agreement, dated October 3, 2011, between Calumet and Barclays Bank PLC, as the same may be amended or restated at or prior to each Time of Delivery (such agreement, together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement, the Merrill ISDA Agreement and the Merrill BOA ISDA Agreement, the “ISDA Agreements”).