Common use of Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries Clause in Contracts

Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries. The Partnership owns, directly or indirectly, 100% of the capital stock, membership interests or partnership interests, as applicable, in each of the Operating Company, the OLP GP and the Operating Subsidiaries; such capital stock, membership interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws, limited liability company agreement or partnership agreement, as applicable, of such entity (as the same may be amended or restated at or prior to each Time of Delivery) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Delivery) and nonassessable except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (ii) in the case of an interest in a Indiana limited partnership, as such nonassessability may be affected by Indiana Code (“IC”) 23-16-6-2 and IC 23-16-7-8 of the Indiana Uniform Limited Partnership Act (the “Indiana LP Act”), (iii) in the case of an interest in an Indiana limited liability company, as such nonassessability may be affected by IC 23-18-5-1(c) and IC 23-18-5-7 of the Indiana Business Flexibility Act (the “Indiana LLC Act”), and (iv) in the case of a general partner interest in Calumet; and the Partnership owns of record, directly or indirectly, such capital stock, membership interests or partnership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package and the Prospectus or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Delivery), security interests, charges or claims, other than those arising under (a) the Partnership’s Second Amended and Restated Credit Agreement, dated as of July 14, 2014 (as the same may be amended or restated at or prior to each Time of Delivery, the “Credit Agreement”), (b) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, as amended on September 30, 2011 and July 1, 2013, (c) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 and Xxxxx 0, 0000, (x) the ISDA Master Agreement, dated as of July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities, Inc., as amended on January 11, 2007, March 27, 2011 and July 24, 2012, (e) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A., as amended on February 26, 2014, (f) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLC, (g) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank Limited, (h) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy Company, (i) the ISDA Master Agreement, dated May 31, 2012, between Calumet and XX Xxxxxx Ventures Energy Corporation, as amended on July 29, 2013, (j) the ISDA Master Agreement, dated August 16, 2013, between Calumet and Natixis, and (k) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011, September 30, 2011 and January 1, 2013 (such agreements referenced in clauses (b)-(k), as may be amended or restated at or prior to each Time of Delivery, the “ISDA Agreements”).

Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries. The Partnership owns, directly or indirectly, 100% of the capital stock, membership interests or partnership interests, as applicable, in each of Calumet Operating, LLC, a Delaware limited liability company (the “Operating Company”), Calumet LP GP, LLC, a Delaware limited liability company (the “OLP GP GP”), and the Operating Subsidiaries; such capital stock, membership interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws, limited liability company agreement or partnership agreement, as applicable, of such entity (as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (ii) in the case of an interest in a Indiana limited partnership, as such nonassessability may be affected by Indiana Code (“IC”) 23-16-6-2 and IC 23-16-7-8 of the Indiana Uniform Limited Partnership Act (the “Indiana LP Act”), (iii) in the case of an interest in an Indiana limited liability company, as such nonassessability may be affected by IC 23-18-5-1(c) and IC 23-18-5-7 of the Indiana Business Flexibility Act (the “Indiana LLC Act”), and (iv) in the case of a general partner interest in Calumet); and the Partnership owns of recordowns, directly or indirectly, such capital stock, membership interests or partnership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date), security interests, charges or claims, other than those arising under (a) the Partnership’s Second Amended and Restated Credit Agreement, dated as of July 14, 2014 as amended on December 4, 2015 (as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date, the “Credit Agreement”), (b) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, and (ii) the related (A) Amended and Restated Schedule dated as of Xxxxx 00, 0000, (X) Lien Annex, dated as of April 21, 2011 and amended on by that certain Amendment No. 1 to Lien Annex, effective as of April 21, 2011, that certain amendment dated as of September 30, 2011 and that certain Amendment No. 2 to Lien Annex, dated as of January 1, 2013 and (C) Amended and Restated Credit Support Annex dated as of July 1, 2013, (c) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum GroupSupply and Trading, L.P.LP, as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 and Xxxxx 0April 9, 00002013 and the related Schedule and Credit Support Annex thereto, (xd) the ISDA Master Agreement, dated as of July 26May 10, 20062013, between Calumet and Xxxxxxx Xxxxx Commodities, Inc., as amended on January 11, 2007, March 27, 2011 Inc. and July 24, 2012the related Schedule and Credit Support Annex thereto, (e) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A., as amended on February 26, 20142014 and the related Schedule thereto, (f) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLCPLC and the related Schedule thereto, (g) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank LimitedLimited and the related Schedule and Credit Support Annex thereto, (h) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy CompanyCompany and the related Schedule and Credit Support Annex thereto, (i) the ISDA Master Agreement, dated May 31, 2012, between Calumet and XX Xxxxxx Ventures Energy Corporation, as amended on July 29, 20132013 and the related Schedule and Credit Support Annex thereto, (j) the ISDA Master Agreement, dated August 16, 2013, between Calumet and NatixisNatixis and the related Schedule and Credit Support Annex thereto, (k) the Amended and Restated Crude Oil Purchase Agreement effective as of April 1, 2012, between BP Products North America Inc. and Calumet Superior and (kl) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011, September 30, 2011 and January 1, 2013 (such agreements referenced in clauses (b)-(kb)-(l), as may be amended or restated at or prior to each Time of Delivery, the “ISDA Agreements”).

Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries. The Partnership owns, directly or indirectly, 100% of the capital stock, membership interests or partnership interests, as applicable, in each of Calumet Operating, LLC, a Delaware limited liability company (the “Operating Company”), Calumet LP GP, LLC, a Delaware limited liability company (the “OLP GP GP”), and the Operating Subsidiaries; such capital stock, membership interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws, limited liability company agreement or partnership agreement, as applicable, of such entity (as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (ii) in the case of an interest in a Indiana limited partnership, as such nonassessability may be affected by Indiana Code (“IC”) 23-16-6-2 and IC 23-16-7-8 of the Indiana Uniform Limited Partnership Act (the “Indiana LP Act”), and (iii) in the case of an interest in an Indiana limited liability company, as such nonassessability may be affected by IC 23-18-5-1(c) and IC 23-18-5-7 of the Indiana Business Flexibility Act (the “Indiana LLC Act”), and (iv) in the case of a general partner interest in Calumet; and the Partnership owns of record, directly or indirectly, such capital stock, membership interests or partnership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package and the Prospectus or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Delivery), security interests, charges or claims, other than those arising under (a) the Partnership’s Second Amended and Restated Credit Agreement, dated as of July 14, 2014 (as the same may be amended or restated at or prior to each Time of Delivery, the “Credit Agreement”), (b) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, as amended on September 30, 2011 and July 1, 2013, (c) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 and Xxxxx 0, 0000, (x) the ISDA Master Agreement, dated as of July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities, Inc., as amended on January 11, 2007, March 27, 2011 and July 24, 2012, (e) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A., as amended on February 26, 2014, (f) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLC, (g) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank Limited, (h) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy Company, (i) the ISDA Master Agreement, dated May 31, 2012, between Calumet and XX Xxxxxx Ventures Energy Corporation, as amended on July 29, 2013, (j) the ISDA Master Agreement, dated August 16, 2013, between Calumet and Natixis, and (k) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011, September 30, 2011 and January 1, 2013 (such agreements referenced in clauses (b)-(k), as may be amended or restated at or prior to each Time of Delivery, the “ISDA Agreements”).IC

Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries. The Partnership owns, directly or indirectly, 100% of the capital stock, membership interests or partnership interests, as applicable, in each of the Operating Company, the OLP GP and the Operating Subsidiaries; such capital stock, membership interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws, limited liability company agreement or partnership agreement, as applicable, of such entity (as the same may be amended or restated at or prior to each Time of Delivery) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Delivery) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (ii) in the case of an interest in a Indiana limited partnership, as such nonassessability may be affected by Indiana Code (“IC”) 23-16-6-2 and IC 23-16-7-8 of the Indiana Uniform Limited Partnership Act (the “Indiana LP Act”), (iii) in the case of an interest in an Indiana limited liability company, as such nonassessability may be affected by IC 23-18-5-1(c) and IC 23-18-5-7 of the Indiana Business Flexibility Act (the “Indiana LLC Act”), and (iv) in the case of a general partner interest in CalumetCalumet and a membership interest in TruSouth Oil, provided that Calumet has no obligation to make further payments or contributions to TruSouth Oil solely by reason of its ownership of its membership interest in or its status as a member of TruSouth Oil (except to the extent required under the limited liability company agreement of TruSouth Oil, as the same may be amended or restated at or prior to each Time of Delivery); and the Partnership owns of record, directly or indirectly, such capital stock, membership interests or partnership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package and the Prospectus or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Delivery), security interests, charges or claims, other than those arising under (ai) the Partnership’s Second Amended and Restated Credit Agreement, dated as of July 14June 24, 2014 2011 and as amended on December 28, 2011 (as the same may be amended or restated at or prior to each Time of Delivery, the “Credit Agreement”), (bii) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, as amended on September 30, 2011 and July 1(as the same may be amended or restated at or prior to each Time of Delivery, 2013the “X. Xxxx ISDA Agreement”), (ciii) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 and Xxxxx 0(as the same may be amended or restated at or prior to each Time of Delivery, 0000the “Xxxx ISDA Agreement”), (xiv) the ISDA Master Agreement, dated as of July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities, Inc., as amended on January 11, 2007, March 27, 2011 and July 24, 20122012 (as the same may be amended or restated at or prior to each Time of Delivery, the “Merrill ISDA Agreement”), (ev) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A.N.A. (as the same may be amended or restated at or prior to each Time of Delivery, as amended on February 26, 2014the “BOA ISDA Agreement”), (fvi) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLCPLC (as the same may be amended or restated at or prior to each Time of Delivery, the “Barclays ISDA Agreement”), (gvii) the ISDA Master Agreement, dated as of October 4, 2011, between Calumet and BP Products North America Inc. (as the same may be amended or restated at or prior to each Time of Delivery, the “BPNNA ISDA Agreement”), (viii) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank LimitedLimited (as the same may be amended or restated at or prior to each Time of Delivery, the “Macquarie ISDA Agreement”), (hix) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy CompanyCompany (as the same may be amended or restated at or prior to each Time of Delivery, (i) the “BP Energy ISDA Master Agreement, dated May 31, 2012, between Calumet and XX Xxxxxx Ventures Energy Corporation, as amended on July 29, 2013, (j) the ISDA Master Agreement, dated August 16, 2013, between Calumet and Natixis”), and (k) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011, 2011 and September 30, 2011 and January 1, 2013 (such agreements referenced in clauses (b)-(k)agreement, as the same may be amended or restated at or prior to each Time of DeliveryDelivery and together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement, the Merrill ISDA Agreement, the BOA ISDA Agreement, the Barclays ISDA Agreement, the BPPNA ISDA Agreement, the Macquarie ISDA Agreement and the BP Energy ISDA Agreement, the “ISDA Agreements”).

Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries. The Partnership owns, directly or indirectly, 100% of the capital stock, membership interests or partnership interests, as applicable, in each of the Operating Company, the OLP GP and the Operating Subsidiaries; such capital stock, membership interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws, limited liability company agreement or partnership agreement, as applicable, of such entity (as the same may be amended or restated at or prior to each Time of Delivery) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Delivery) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (ii) in the case of an interest in a Indiana limited partnership, as such nonassessability may be affected by Indiana Code (“IC”) 23-16-6-2 and IC 23-16-7-8 of the Indiana Uniform Limited Partnership Act (the “Indiana LP Act”), (iii) in the case of an interest in an Indiana limited liability company, as such nonassessability may be affected by IC 23-18-5-1(c) and IC 23-18-5-7 of the Indiana Business Flexibility Act (the “Indiana LLC Act”), and (iv) in the case of a general partner interest in CalumetCalumet and a membership interest in TruSouth Oil, provided that Calumet has no obligation to make further payments or contributions to TruSouth Oil solely by reason of its ownership of its membership interest in or its status as a member of TruSouth Oil (except to the extent required under the limited liability company agreement of TruSouth Oil, as the same may be amended or restated at or prior to each Time of Delivery)); and the Partnership owns of record, directly or indirectly, such capital stock, membership interests or partnership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package and the Prospectus or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Delivery), security interests, charges or claims, other than those arising under (ai) the Partnership’s Second Amended and Restated Credit Agreement, dated as of July 14June 24, 2014 2011 and as amended on December 28, 2011 (as the same may be amended or restated at or prior to each Time of Delivery, the “Credit Agreement”), (bii) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, as amended on September 30, 2011 and July 1(as the same may be amended or restated at or prior to each Time of Delivery, 2013the “X. Xxxx ISDA Agreement”), (ciii) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 and Xxxxx 0(as the same may be amended or restated at or prior to each Time of Delivery, 0000the “Xxxx ISDA Agreement”), (xiv) the ISDA Master Agreement, dated as of July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities, Inc., as amended on January 11, 2007, March 27, 2011 and July 24, 20122012 (as the same may be amended or restated at or prior to each Time of Delivery, the “Merrill ISDA Agreement”), (ev) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A.N.A. (as the same may be amended or restated at or prior to each Time of Delivery, as amended on February 26, 2014the “BOA ISDA Agreement”), (fvi) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLCPLC (as the same may be amended or restated at or prior to each Time of Delivery, the “Barclays ISDA Agreement”), (gvii) the ISDA Master Agreement, dated as of October 4, 2011, between Calumet and BP Products North America Inc. (as the same may be amended or restated at or prior to each Time of Delivery, the “BPNNA ISDA Agreement”), (viii) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank LimitedLimited (as the same may be amended or restated at or prior to each Time of Delivery, the “Macquarie ISDA Agreement”), (hix) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy CompanyCompany (as the same may be amended or restated at or prior to each Time of Delivery, (i) the “BP Energy ISDA Master Agreement, dated May 31, 2012, between Calumet and XX Xxxxxx Ventures Energy Corporation, as amended on July 29, 2013, (j) the ISDA Master Agreement, dated August 16, 2013, between Calumet and Natixis”), and (k) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011, 2011 and September 30, 2011 and January 1, 2013 (such agreements referenced in clauses (b)-(k)agreement, as the same may be amended or restated at or prior to each Time of DeliveryDelivery and together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement, the Merrill ISDA Agreement, the BOA ISDA Agreement, the Barclays ISDA Agreement, the BPPNA ISDA Agreement, the Macquarie ISDA Agreement and the BP Energy ISDA Agreement, the “ISDA Agreements”).

Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries. The Partnership owns, directly or indirectly, 100% of the capital stock, membership interests or partnership interests, as applicable, in each of Calumet Operating, LLC, a Delaware limited liability company (the “Operating Company”), Calumet LP GP, LLC, a Delaware limited liability company (the “OLP GP GP”), and the Operating Subsidiaries; such capital stock, membership interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws, limited liability company agreement or partnership agreement, as applicable, of such entity (as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (ii) in the case of an interest in a Indiana limited partnership, as such nonassessability may be affected by Indiana Code (“IC”) 23-16-6-2 and IC 23-16-7-8 of the Indiana Uniform Limited Partnership Act (the “Indiana LP Act”), and (iii) in the case of an interest in an Indiana limited liability company, as such nonassessability may be affected by IC 23-18-5-1(c) and IC 23-18-5-7 of the Indiana Business Flexibility Act (the “Indiana LLC Act”), and (iv) in the case of a general partner interest in Calumet; and the Partnership owns of recordowns, directly or indirectly, such capital stock, membership interests or partnership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date), security interests, charges or claims, other than those arising under (ai) the Partnership’s Second Amended and Restated Credit Agreement, dated as of July 14June 24, 2014 2011 and as amended on December 28, 2011 (as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date, the “Credit Agreement”), (bii) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, as amended on September 30, 2011 and July 1(as the same may be amended or restated at or prior to the Closing Date, 2013the “X. Xxxx ISDA Agreement”), (ciii) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum GroupSupply & Trading, L.P., as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 and Xxxxx 0(as the same may be amended or restated at or prior to the Closing Date, 0000the “Xxxx ISDA Agreement”), (xiv) the ISDA Master Agreement, dated as of July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities, Inc., as amended on January 11, 2007, March 27, 2011 2007 and July 24, 20122012 (as the same may be amended or restated at or prior to the Closing Date, the “Merrill ISDA Agreement”), (ev) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A.N.A. (as the same may be amended or restated at or prior to the Closing Date, as amended on February 26, 2014the “BOA ISDA Agreement”), (fvi) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLCPLC (as the same may be amended or restated at or prior to the Closing Date, the “Barclays ISDA Agreement”), (gvii) the ISDA Master Agreement, dated as of October 4, 2011, between Calumet Superior and BP Products North America Inc. (as the same may be amended or restated at or prior to the Closing Date, the “BPPNA ISDA Agreement”), (viii) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank LimitedLimited (as the same may be amended or restated at or prior to the Closing Date, the “Macquarie ISDA Agreement”), (hix) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy CompanyCompany (as the same may be amended or restated at or prior to the Closing Date, the “BP Energy ISDA Agreement”), (ix) the ISDA Master Agreement, dated as of May 10, 2013, between Calumet and Xxxxxxx Xxxxx Commodities, Inc. (as the same may be amended or restated at or prior to the Closing Date, the “MLCI ISDA Agreement”), (xi) the ISDA Master Agreement, dated as of December 31, 2012, between Calumet and Deutsche Bank AG (as the same may be amended or restated at or prior to the Closing Date, the “Deutsche Bank ISDA Agreement”), (xii) the ISDA Master Agreement dated as of May 31, 2012, between Calumet and XX X.X. Xxxxxx Ventures Energy Corporation, as amended on July 29, 20132013 (as the same may be amended or restated at or prior to the Closing Date, the “XX Xxxxxx ISDA Agreement”), (jxiii) the ISDA Master Agreement, Agreement dated as of August 16, 2013, between Calumet and NatixisNatixis (as the same may be amended or restated at or prior to the Closing Date, the “Natixis ISDA Agreement”), and (kxiv) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011, 2011 and September 30, 2011 and January 1, 2013 (such agreements referenced in clauses (b)-(k)Collateral Trust Agreement, as may be amended or restated at or prior to each Time of Deliverytogether with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement, the Merrill ISDA Agreement, the BOA ISDA Agreement, the Barclays ISDA Agreement, the BPPNA ISDA Agreement, the Macquarie ISDA Agreement, the BP Energy ISDA Agreement, the MLCI ISDA Agreement, the Deutsche Bank ISDA Agreement, the XX Xxxxxx ISDA Agreement and the Natixis ISDA Agreement, the “ISDA Agreements”).

Ownership of the Operating Company, the OLP GP and the Operating Subsidiaries. The Partnership owns, directly or indirectly, 100% of the capital stock, membership interests or partnership interests, as applicable, in each of Calumet Operating, LLC, a Delaware limited liability company (the “Operating Company”), Calumet LP GP, LLC, a Delaware limited liability company (the “OLP GP GP”), and the Operating Subsidiaries; such capital stock, membership interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws, limited liability company agreement or partnership agreement, as applicable, of such entity (as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (ii) in the case of an interest in a Indiana limited partnership, as such nonassessability may be affected by Indiana Code (“IC”) 23-16-6-2 and IC 23-16-7-8 of the Indiana Uniform Limited Partnership Act (the “Indiana LP Act”), (iii) in the case of an interest in an Indiana limited liability company, as such nonassessability may be affected by IC 23-18-5-1(c) and IC 23-18-5-7 of the Indiana Business Flexibility Act (the “Indiana LLC Act”), and (iv) in the case of a general partner interest in Calumet); and the Partnership owns of recordowns, directly or indirectly, such capital stock, membership interests or partnership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date), security interests, charges or claims, other than those arising under (a) the Partnership’s Second Amended and Restated Credit Agreement, dated as of July 14, 2014 (as the same may be amended or restated at or prior to each Time of Deliverythe Closing Date, the “Credit Agreement”), (b) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, as amended on April 21, 2011, September 30, 2011 and July 1, 2013, (c) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum GroupSupply and Trading, L.P.LP, as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 and Xxxxx 0, 0000, (x) the ISDA Master Agreement, dated as of July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities, Inc., as amended on January 11, 2007, March 27, 2011 and July 24, 2012, (e) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A., as amended on February 26, 2014, (f) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLC, (g) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank Limited, (h) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy Company, (i) the ISDA Master Agreement, dated May 31, 2012, between Calumet and XX Xxxxxx Ventures Energy Corporation, as amended on July 29, 2013, (j) the ISDA Master Agreement, dated August 16, 2013, between Calumet and Natixis, (k) the ISDA Master Agreement, dated as of December 31, 2012, between Calumet and Deutsche Bank AG, and (kl) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011, September 30, 2011 and January 1, 2013 (such agreements referenced in clauses (b)-(kb)-(l), as may be amended or restated at or prior to each Time of Delivery, the “ISDA Agreements”).