Common use of Payments at Closing Clause in Contracts

Payments at Closing. (a) On or prior to the third Business Day prior to the Closing Date, Sellers’ Representative shall deliver to Buyer a statement prepared by the Sellers’ Representative in good faith (the “Estimated Statement”) calculating and setting forth estimates of the following amounts, in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business: (a) the estimated Working Capital (the “Estimated Working Capital”), (b) the estimated Net Indebtedness (the “Estimated Net Indebtedness”), (c) the estimated Swap Termination Costs (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control Payment”). The Estimated Statement shall be accompanied by a worksheet setting forth in reasonable detail how the amounts included therein were calculated. (b) The amount in cash specified in Section 2.2 shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”): (i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital; (ii) (x) increased, if the Estimated Net Indebtedness is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of the Estimated Net Indebtedness or (y) decreased, if the Estimated Net Indebtedness is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Net Indebtedness; (iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”); (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents (v) decreased, if the Estimated Change in Control Payment exceeds the Change in Control Payment Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment Adjustment”); (c) At the Closing Buyer shall pay an amount in cash by wire transfer of immediately available funds equal to the Estimated Purchase Price which shall be deposited to an account designated by Sellers’ Representative, as agent for the Seller Parties, at least two (2) Business Days prior to the Closing (each Seller Party being entitled to receive a portion of such amount in accordance with Section 2.10). (d) Notwithstanding anything in this Agreement to the contrary, each of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as Buyer or the Seller Parties, as applicable, reasonably determines it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was made.

Payments at Closing. (a) On or prior to the third Business Day prior to the Closing Date, Sellers’ Representative Seller shall prepare and deliver to Buyer a statement prepared by the Sellers’ Representative in good faith (the “Estimated Statement”) setting forth the Acquisition D&O Insurance Expense and the Acquisition Cenex Expense and calculating and setting forth estimates Seller’s good faith estimate of the following amounts, in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business: (ai) the estimated Working Capital (the “Estimated Working Capital”), ) and (bii) the estimated Net Indebtedness Notes Balance (the “Estimated Net Indebtedness”), (c) the estimated Swap Termination Costs (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control PaymentNotes Balance”). The Estimated Statement shall be accompanied by a worksheet setting prepared in accordance with the accounting principles set forth on Schedule A hereto (the “Agreed Valuation Principles”). To the extent any amount in the Estimated Statement is calculated in Canadian Dollars, such amount shall be converted into its USD Currency Equivalent as of the date of delivery of the Estimated Statement and set forth in reasonable detail how the amounts included therein were calculatedEstimated Statement. (b) The amount in cash specified in Section 2.2 At the Closing, Buyer shall pay or cause to be paid by its Buying Affiliates to Seller the Base Securities Purchase Price plus the Acquisition D&O Insurance Expense plus the Acquisition Cenex Expense, the sum of which shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”): (i) (xi)(x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the an amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital; Capital and further (ii) (xii)(x) increased, if the Target Notes Balance minus the Estimated Net Indebtedness Notes Balance is a positive number, on a dollar-for-dollar basis by an amount equal to the Target Notes Balance minus the Estimated Notes Balance or (y) decreased, if the Target Notes Balance minus the Estimated Notes Balance is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of Estimated Notes Balance minus the Estimated Net Indebtedness or Target Notes Balance (y) decreased, if the Estimated Net Indebtedness is total amount calculated pursuant to this sentence being referred to as the “Closing Securities Payment”). The Closing Securities Payment shall be subject to a positive number, on a dollarPost-for-dollar basis by the amount equal Closing Adjustment pursuant to the Estimated Net Indebtedness; (iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”); (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product provisions of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents (v) decreased, if the Estimated Change in Control Payment exceeds the Change in Control Payment Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment Adjustment”);Section 2.4. (c) At the Closing Buyer shall pay an amount in cash or cause to be paid by wire transfer of immediately available funds equal its Buying Affiliates to SE Capital Funding the Estimated Loan Purchase Price which shall be deposited to an account designated by Sellers’ Representative, as agent for the Seller Parties, at least two (2) Business Days prior to the Closing (each Seller Party being entitled to receive a portion of such amount in accordance with Section 2.10)Price. (d) Notwithstanding anything in this Agreement to the contrary, each of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as Buyer or the Seller Parties, as applicable, reasonably determines it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was made.

Payments at Closing. (a) On or prior to the third Business Day prior to the Closing Date, Sellers’ Representative Contributor shall prepare and deliver to Buyer SEP a statement prepared by the Sellers’ Representative in good faith (the “Estimated Statement”) setting forth the Acquisition D&O Insurance Expense and the Acquisition Cenex Expense and calculating and setting forth estimates Contributor’s good faith estimate of the following amounts, in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business: (ai) the estimated Working Capital (the “Estimated Working Capital”), (bii) the estimated Net Indebtedness Notes Balance (the “Estimated Net IndebtednessNotes Balance”), ) and (ciii) the estimated Swap Termination Costs Cenex Adjustment (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control PaymentCenex Adjustment”). The Estimated Statement shall be accompanied by a worksheet setting prepared in accordance with the accounting principles set forth on Schedule A hereto (the “Agreed Valuation Principles”). To the extent any amount in the Estimated Statement is calculated in Canadian Dollars, such amount shall be converted into its USD Currency Equivalent as of the date of delivery of the Estimated Statement and set forth in reasonable detail how the amounts included therein were calculatedEstimated Statement. (b) The amount in cash specified in Section 2.2 At the Closing, SEP shall distribute to Contributor the Base Cash Distribution plus the Acquisition D&O Insurance Expense plus the Acquisition Cenex Expense, the sum of which shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”): (i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the an amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital; Capital and further (ii) (x) increased, if the Estimated Net Indebtedness is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of Target Notes Balance minus the Estimated Net Indebtedness or (y) decreased, if the Estimated Net Indebtedness Notes Balance is a positive number, on a dollar-for-dollar basis by an amount equal to the Target Notes Balance minus the Estimated Notes Balance or (y) decreased, if the Target Notes Balance minus the Estimated Notes Balance is a negative number, on a dollar-for- dollar basis by the amount equal to the Estimated Net Indebtedness; Notes Balance minus the Target Notes Balance (iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess total amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”); (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents (v) decreased, if the Estimated Change in Control Payment exceeds the Change in Control Payment Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment Adjustment”); (c) At the Closing Buyer shall pay an amount in cash by wire transfer of immediately available funds equal to the Estimated Purchase Price which shall be deposited to an account designated by Sellers’ Representative, as agent for the Seller Parties, at least two (2) Business Days prior to the Closing (each Seller Party being entitled to receive a portion of such amount in accordance with Section 2.10). (d) Notwithstanding anything in this Agreement to the contrary, each of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise payable to any Person calculated pursuant to this Agreement such amounts sentence being referred to as Buyer or the Seller Parties, as applicable, reasonably determines it is required “Closing Cash Distribution”). The Closing Cash Distribution shall be subject to deduct and withhold with respect a Post-Closing Adjustment pursuant to the making provisions of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was madeSection 2.4.

Payments at Closing. (a) On or prior to the third Business Day prior to the Closing Date, Sellers’ Representative Contributor shall prepare and deliver to Buyer SEP a statement prepared by the Sellers’ Representative in good faith (the “Estimated Statement”) setting forth the Acquisition D&O Insurance Expense and the Acquisition Cenex Expense and calculating and setting forth estimates Contributor’s good faith estimate of the following amounts, in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business: (ai) the estimated Working Capital (the “Estimated Working Capital”), (bii) the estimated Net Indebtedness Notes Balance (the “Estimated Net IndebtednessNotes Balance”), ) and (ciii) the estimated Swap Termination Costs Cenex Adjustment (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control PaymentCenex Adjustment”). The Estimated Statement shall be accompanied by a worksheet setting prepared in accordance with the accounting principles set forth on Schedule A hereto (the “Agreed Valuation Principles”). To the extent any amount in the Estimated Statement is calculated in Canadian Dollars, such amount shall be converted into its USD Currency Equivalent as of the date of delivery of the Estimated Statement and set forth in reasonable detail how the amounts included therein were calculatedEstimated Statement. (b) The amount in cash specified in Section 2.2 At the Closing, SEP shall distribute to Contributor the Base Cash Distribution plus the Acquisition D&O Insurance Expense plus the Acquisition Cenex Expense, the sum of which shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”): (i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the an amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital; Capital and further (ii) (x) increased, if the Target Notes Balance minus the Estimated Net Indebtedness Notes Balance is a positive number, on a dollar-for-dollar basis by an amount equal to the Target Notes Balance minus the Estimated Notes Balance or (y) decreased, if the Target Notes Balance minus the Estimated Notes Balance is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of Estimated Notes Balance minus the Estimated Net Indebtedness or Target Notes Balance (y) decreased, if the Estimated Net Indebtedness is a positive number, on a dollar-for-dollar basis by the total amount equal to the Estimated Net Indebtedness; (iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”); (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents (v) decreased, if the Estimated Change in Control Payment exceeds the Change in Control Payment Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment Adjustment”); (c) At the Closing Buyer shall pay an amount in cash by wire transfer of immediately available funds equal to the Estimated Purchase Price which shall be deposited to an account designated by Sellers’ Representative, as agent for the Seller Parties, at least two (2) Business Days prior to the Closing (each Seller Party being entitled to receive a portion of such amount in accordance with Section 2.10). (d) Notwithstanding anything in this Agreement to the contrary, each of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise payable to any Person calculated pursuant to this Agreement such amounts sentence being referred to as Buyer or the Seller Parties, as applicable, reasonably determines it is required “Closing Cash Distribution”). The Closing Cash Distribution shall be subject to deduct and withhold with respect a Post-Closing Adjustment pursuant to the making provisions of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was madeSection 2.4.

Payments at Closing. (a) On At the Effective Time, Parent shall pay, or prior cause to the third Business Day prior to the Closing Datebe paid, Sellers’ Representative shall deliver to Buyer a statement prepared by the Sellers’ Representative in good faith (the “Estimated Statement”) calculating and setting forth estimates of the following amounts, in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business: (a) to the estimated Working Capital (payees specified in the “Estimated Working Capital”)Payoff Letters, (b) the estimated Net Indebtedness (amount of funds required to be paid pursuant to such Payoff Letters, by wire transfer of immediately available funds to the “Estimated Net Indebtedness”), (c) account or accounts designated in the estimated Swap Termination Costs (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control Payment”). The Estimated Statement shall be accompanied by a worksheet setting forth in reasonable detail how the amounts included therein were calculated.Payoff Letters; (b) The to an account designated by the Escrow Agent (the “Adjustment Escrow Account”), by wire transfer of immediately available funds, an amount in cash specified in Section 2.2 shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”): (i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreasedAdjustment Escrow Amount, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis which amount shall be held by the amount equal Escrow Agent pursuant to an escrow agreement in customary form reasonably agreed to by Parent and the Target Working Capital minus the Estimated Working Capital; Company (ii) (x) increased, if the Estimated Net Indebtedness is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of the Estimated Net Indebtedness or (y) decreased, if the Estimated Net Indebtedness is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Net Indebtedness; (iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”); (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents (v) decreased, if the Estimated Change in Control Payment exceeds the Change in Control Payment Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment AdjustmentEscrow Agreement”); (c) At to an account designated by the Closing Buyer shall pay an amount in cash Escrow Agent (the “Indemnity Escrow Account”), by wire transfer of immediately available funds funds, an amount in cash equal to the Estimated Purchase Price Indemnity Escrow Amount, which amount shall be deposited held by the Escrow Agent pursuant to the Escrow Agreement; (d) to an account designated by Sellers’ Representativethe Escrow Agent (the “Income Tax Escrow Account”), as agent for the Seller Partiesby wire transfer of immediately available funds, at least two (2) Business Days prior an amount in cash equal to the Income Tax Escrow Amount, which amount shall be held by the Escrow Agent pursuant to the Escrow Agreement; (e) to an account designated by the Company Equityholder Representative (the “Company Equityholder Representative Holdback Account”), by wire transfer of immediately available funds, an amount in cash equal to the Company Equityholder Representative Holdback Amount; (f) to an account designated by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Estimated Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Income Tax Escrow Amount, minus the Company Equityholder Representative Holdback Account (the resulting amount, the “Net Closing Merger Consideration”), minus the Option Cancellation Payment, to be held and delivered by the Paying Agent in accordance with the terms and provisions of the Paying Agent Agreement and the Allocation Schedule; and (each Seller Party being entitled g) to receive a portion an account designated by the Surviving Corporation, by wire transfer of immediately available funds, on behalf of the Eligible Optionholders, the Option Cancellation Payment, for further payment of the Per Option Cancellation Payments to such amount Eligible Optionholders (and Parent shall cause the Surviving Corporation to make such payments) in accordance with Section 2.102.6(d)(ii) as promptly as practicable after the Effective Time and in all other respects in accordance with Section 2.6(d). (d) Notwithstanding anything in this Agreement to the contrary, each of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as Buyer or the Seller Parties, as applicable, reasonably determines it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was made.

Payments at Closing. (a) On or Not less than two (2) Business Days prior to the third Business Day prior to the anticipated Closing Date, Sellers’ Representative the Parent shall prepare and deliver to Buyer the Acquiror a statement prepared by the Sellers’ Representative in good faith written certificate (the “Estimated StatementSeller’s Purchase Price Adjustment Certificate”) calculating detailing the Seller’s Estimated Closing Cash, the Seller’s Estimated Closing Loans, the Seller’s Estimated Closing Indebtedness and setting forth estimates the Seller’s Estimated Purchase Price Adjustment Amount based thereon, calculated solely from the balance sheets of Financiera and securitization trusts (Fideicomisos Financieros CFA). The Seller’s Purchase Price Adjustment Certificate shall (i) be prepared in accordance with GAAP applied consistently with its application in connection with the preparation of the following amounts, Audited Financial Statements and computed in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in a manner consistent with the Ordinary Course of Business: Business and (aii) be prepared in accordance with the estimated Working Capital methodologies, policies and practices used in (x) connection with GAAP set forth in Section 2.04(a) of the Parent Disclosure Schedule and (y) establishing the Target Closing Cash, Target Closing Loans and Target Closing Indebtedness as set forth in Schedule V ((i) and (ii), collectively, the “Estimated Working Capital”), (b) the estimated Net Indebtedness (the “Estimated Net Indebtedness”), (c) the estimated Swap Termination Costs (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control PaymentAgreed Accounting Policies”). The Estimated Statement Purchase Price will not be adjusted to account for any accruals for or payments at Closing in respect of retention bonuses to be paid by the Companies to any Employee, all of which shall be accompanied borne by a worksheet setting forth in reasonable detail how the amounts included therein were calculatedCompanies post-Closing and, therefore, indirectly by the Acquiror. (b) The amount in cash specified in Section 2.2 shall be adjusted as follows (such amount, as so adjustedAt the Closing, the “Estimated Acquiror shall pay to the Seller the Purchase Price”): (i) , which amount will be (x) increased, increased if the Seller’s Estimated Working Capital minus the Target Working Capital Purchase Price Adjustment Amount is a positive number, greater than AP0 on a dollarAP-for-dollar AP basis by the amount equal to by which the Seller’s Estimated Working Capital minus the Target Working Capital Purchase Price Adjustment Amount exceeds AP0 or (y) decreased, decreased if the Seller’s Estimated Working Capital minus the Target Working Capital Purchase Price Adjustment Amount is a negative number, less than AP0 on a dollarAP-for-dollar AP basis by the amount equal by which the Seller’s Estimated Purchase Price Adjustment Amount is less than AP0. The payment made pursuant to the Target Working Capital minus the Estimated Working Capital; (ii) (x) increased, if the Estimated Net Indebtedness is preceding sentence shall be subject to a negative number, on a dollarPost-for-dollar basis by the amount equal Closing Adjustment pursuant to the absolute value provisions of the Estimated Net Indebtedness or (y) decreased, if the Estimated Net Indebtedness is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Net Indebtedness; (iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”); (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents (v) decreased, if the Estimated Change in Control Payment exceeds the Change in Control Payment Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment Adjustment”);Section 2.05. (c) At the Closing Buyer The amounts specified in Sections 2.04 and 2.05 shall pay an amount in cash by wire transfer be paid free and clear of immediately available funds equal and (except to the Estimated Purchase Price which extent required by Law) without any deduction or withholding on account of any Tax; provided, however, that the Acquiror shall provide, or cause its Affiliates to provide, any statements, forms or other documents reasonably requested by the Parent to reduce or eliminate such deduction or withholding and the Parent shall provide, or cause its Affiliates to provide, any statements, forms or other documents reasonably requested by the Acquiror to reduce or eliminate such deduction or withholding. If any amount is required by Law to be deducted or withheld on account of any Tax, the amounts specified in Section 2.04 or Section 2.05 shall be deposited increased to an the extent necessary for the Seller, the Parent or other applicable Person to receive (after payment of all Taxes, including Taxes imposed on additional amounts paid to the Seller, the Parent or other applicable Person pursuant to this Section 2.04(c)) the amounts specified in Section 2.04 and Section 2.05. The Acquiror shall promptly remit such deduction or withholding on account of any Tax (if any) to the relevant Tax Authority and shall promptly provide the Seller with evidence for such payments reasonably satisfactory to the Seller. (d) The parties hereto shall mutually agree (and such agreement shall not be unreasonably withheld, delayed or conditioned) to either (i) transfer or cause to be transferred all of the Parent Advances Lenders’ right, title and interest in and to the Parent Advances to the Acquiror (or one of its Affiliates, as designated by Sellers’ Representativethe Acquiror that is reasonably acceptable to the Parent) in exchange for payment by the Acquiror to the Parent Advances Lenders their pro rata share of the Parent Advances Amount, as agent for in accordance with the Seller Partiesterms set forth in the Parent Advances Transfer Agreement (the “Transfer Election”) or (ii) have the Acquiror extinguish the Parent Advances indebtedness by paying or causing to be paid to the Parent Advances Lenders their pro rata share of the Parent Advances Amount, at least in accordance with the terms set forth in the Payoff Letter (the “Payment Election”). The parties hereto shall agree to their election in writing no later than two (2) Business Days prior to the Closing Date (the “Election Notice”). Notwithstanding the foregoing, (i) if the parties are unable to mutually agree regarding a Transfer Election or Payment Election at the time when an Election Notice is due, Acquiror will make the election as to a Transfer Election or Payment Election and deliver the Election Notice to Parent, so long as such election would not be reasonably expected to result in a violation of applicable Law (if not the case, then the election that would not be reasonably expected to result in a violation of applicable Law shall apply), (ii) Parent, the Parent Advances Lenders and the Parent Indemnified Parties will be compensated, indemnified and held harmless by the Acquiror for any and all Losses incurred or suffered by any of them as compared to the alternative that was not elected (but only when the Election Notice was made solely by the Acquiror pursuant to clause (i) above), and (iii) in any event, the Parent Advances Lenders shall receive immediately available cash in U.S. Dollars equal to the Parent Advances Amount at par (without discount) at Closing and the parties shall comply timely with all applicable Laws in connection with such election (including any applicable foreign exchange regulations) and take such other actions to consummate such transactions, in each Seller Party being entitled case so as to receive a portion of such amount in accordance with Section 2.10)not delay the Closing. (de) Notwithstanding anything in this Agreement to the contrarycontrary contained herein or whether certain amounts payable hereunder are denominated in APs, each of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise all amounts payable to any Person pursuant to this Agreement such amounts as Buyer or the Seller Parties, as applicable, reasonably determines it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person hereunder (whether in respect of which such deduction the Stated Purchase Price, the Purchase Price, the Post-Closing Adjustment, any indemnification obligations or otherwise) shall be made in New York in U.S. Dollars by converting APs (where applicable) for U.S. Dollars at the applicable Exchange Rate or through other means proposed by the Acquiror and withholding was madesatisfactory to the Parent.

Payments at Closing. At the Closing, Purchaser shall, by wire transfer of immediately available funds, pay the Closing Date Purchase Price as follows: (ai) On pay the Indebtedness (after first applying the cash on hand at the Company or prior to the third Business Day any of its Subsidiaries immediately prior to the Closing Dateother than the Surplus Cash and Restricted Cash (i.e., Sellers’ Representative shall deliver to Buyer a statement prepared only applying the cash that has not yet been swept by the Sellers’ Representative in good faith (Company’s senior lenders but which such senior lenders would then have the “Estimated Statement”) calculating and setting forth estimates of the following amounts, in each case as of the most recent fiscal month end of the Companies prior right to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business: (a) the estimated Working Capital (the “Estimated Working Capital”sweep on such date), (b) toward the estimated Net Indebtedness (the “Estimated Net payment of such Indebtedness”), (c) the estimated Swap Termination Costs (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control Payment”). The Estimated Statement shall be accompanied by a worksheet setting forth in reasonable detail how the amounts included therein were calculated. (b) The amount in cash specified in Section 2.2 shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”): (i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital; (ii) (x) increased, if the Estimated Net Indebtedness is a negative number, on a dollar-for-dollar basis by the amount equal pay all amounts to the absolute value holders of the Estimated Net Indebtedness or Preferred Units as required under Section 11.1(a) of the Operating Agreement (y) decreased, if the Estimated Net Indebtedness is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Net Indebtedness“Preferred Repurchase Price”); (iii) decreased, if pay the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”)Seller Expenses; (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar pay to each Seller an amount equal to the product of (xA) 0.65 the Per Unit Price multiplied by (yB) the number of Units held by such excess amount Seller (each such amountpayment, if any, the a “Interim Unfunded Liability AdjustmentSeller Payment”); , less (C) the Escrow Amount applicable to such Seller as described in Section 2.2(c)(vi) below less (D) the Earn-Out Escrow Amount applicable to such Seller as described in Section 2.2(c)(vii) below and Table less (E) the Net Asset Escrow Amount applicable to such Seller as described in Section 2.2(c)(viii) below. As of Contentsthe date hereof, Schedule 2.2 sets forth with respect to each Seller, as if the Closing were to occur on the date hereof, its name, Seller Payment, Common Pro Rata Percentage, Purchase Price Pro Rata Percentage, contribution to the Escrow Amount, contribution to the Earn-Out Escrow Amount, and contribution to the Net Asset Escrow Amount. On the Closing Date, Schedule 2.2 will be updated by the Company and the Seller Representative and redelivered to the Purchaser to set forth with respect to each Seller, as of the Closing, its name, Seller Payment, Common Pro Rata Percentage, Purchase Price Pro Rata Percentage, contribution to the Escrow Amount, contribution to the Earn-Out Escrow Amount, and contribution to the Net Asset Escrow Amount; (v) decreasedpay to the Company, if the Estimated Change in Control Payment exceeds the Change in Control Payment Thresholdwith respect to each Option Holder, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment Adjustment”); (c) At the Closing Buyer shall pay an amount in cash by wire transfer of immediately available funds equal to the Estimated Purchase difference between (A) the product of (x) the Per Unit Price which shall be deposited and (y) the number of Units that could have been purchased by such Option Holder had they exercised the Options subject to an account designated the Option Amendment and Release Agreement entered into between the Company and such Option Holder (“Option Units”) and (B) the aggregate exercise price that would have been paid by Sellers’ Representative, as agent for the Seller Parties, at least two (2) Business Days such Option Holder had they exercised such Options and purchased such Option Units immediately prior to the Closing (each Seller Party being entitled such payment, a “Option Termination Payment”), less (C) the Escrow Amount applicable to receive a portion of each such amount Option Holder as described in accordance with Section 2.10). 2.2(c)(vii) below, less (dD) Notwithstanding anything the Earn-Out Escrow Amount applicable to each such Option Holder as described in this Agreement Section 2.2(c)(vii) below and less (E) the Net Asset Escrow Amount applicable to each such Option Holder as described in Section 2.2(c)(viii) below. Each Option Termination Payment payable to the contrary, each of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise payable to any Person Company pursuant to this Agreement such amounts as Buyer or the Seller Parties, as applicable, reasonably determines it is required to deduct and withhold Section 2.2(c)(v) with respect to each Option Holder shall, at the making Closing, be paid by the Company to such Option Holder, net of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was made.applicable

Payments at Closing. (a) On or prior to the third Business Day prior to the Closing Date, Sellers’ Representative the Sellers shall prepare and deliver to Buyer a statement prepared by the Sellers’ Representative in good faith (the “Estimated Statement”) setting forth the amount of the Cenex Adjustment and of the D&O Insurance Expense, if any, and calculating and setting forth estimates the Sellers’ good faith estimate of the following amounts, in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business: (a) the estimated Estimated Working Capital (and the “Estimated Working Capital”), (b) the estimated Net Indebtedness (the “Estimated Net Indebtedness”), (c) the estimated Swap Termination Costs (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control Payment”)Notes Balance. The Estimated Statement shall be accompanied by a worksheet setting prepared in accordance with the accounting principles set forth on Schedule C hereto (the “Agreed Valuation Principles”). To the extent that the estimate of Working Capital in the Estimated Statement is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the date of delivery of the Estimated Statement and set forth in reasonable detail how the amounts included therein were calculatedEstimated Statement. (b) The amount in cash specified in Section 2.2 At the Closing, Buyer shall pay or cause to be paid by its Buying Affiliates to the Sellers, their Selling Affiliates, if any, and U.S. General Partner the Base Purchase Price plus the Cenex Adjustment, if any, plus the D&O Insurance Expense, if any, the sum of which shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”): x) (i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the an amount equal to the Estimated Working Capital minus the Target Working Capital or (yii) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital; Capital and (iiy) (xi) increased, if the Target Notes Balance minus the Estimated Net Indebtedness Notes Balance is a positive number, on a dollar-for-dollar basis by an amount equal to the Target Notes Balance minus the Estimated Notes Balance or (ii) decreased, if the Target Notes Balance minus the Estimated Notes Balance is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of Estimated Notes Balance minus the Estimated Net Indebtedness or Target Notes Balance (y) decreasedthe total amount calculated pursuant to this sentence being referred to as the “Closing Payment”), if with such payment allocated among the Estimated Net Indebtedness is a positive numberSellers, on a dollar-for-dollar basis by the amount equal to the Estimated Net Indebtedness; (iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amounttheir Selling Affiliates, if any, the “Interim Swap Termination Costs Adjustment”); (iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents (v) decreased, if the Estimated Change in Control Payment exceeds the Change in Control Payment Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Change in Control Payment Adjustment”); (c) At the Closing Buyer shall pay an amount in cash by wire transfer of immediately available funds equal to the Estimated Purchase Price which shall be deposited to an account designated by Sellers’ Representative, as agent for the Seller Parties, at least two (2) Business Days prior to the Closing (each Seller Party being entitled to receive a portion of such amount U.S. General Partner in accordance with Section 2.10). (d) Notwithstanding anything in this Agreement the Purchase Price Allocation Schedule. The Closing Payment shall be subject to a Post-Closing Adjustment pursuant to the contrary, each provisions of Buyer and the Seller Parties shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as Buyer or the Seller Parties, as applicable, reasonably determines it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Buyer or the Seller Parties, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was madeSection 2.4.