Common use of Revolving Loans Clause in Contracts

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (all such loans and Incremental Revolving Loans, collectively, the “Revolving Loans”) to Borrowers Borrower under a revolving credit facility in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted by Agent for Reserves established by Agent in accordance with Section 2.1(c)), from time to time) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility Reserve and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that maintained. Agent shall endeavor to notify Administrative give Borrower at or before concurrent notice of the time implementation of any reserve but shall not be liable for the failure to do so and the failure to do so shall not affect the validity of such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionreserve.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties of this AgreementBorrowers herein, and during Lender hereby extends to Borrowers a line of credit facility (the term “Line of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving LoansCredit”) pursuant to which Lender will make loans to Borrowers in an amount at any one on a revolving basis upon Borrowers’ request from time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this AgreementAgreement (the “Revolving Loans”) in an amount not exceeding, in the aggregate, the lesser of: (i) the Revolving Commitment or (ii) the Borrowing Base. The Borrowers may borrow, repay, in whole or in part, and reborrow under the Line of Credit; provided that if Revolving Loan Availability shall at any time be less than zero dollars (such condition being an “Overadvance”), Borrowers shall immediately, without demand or notice, reduce the then outstanding balance of the Revolving Loans so that such Overadvance shall no longer exist. Lender may create and maintain Borrowing Base Reserves against the Borrowing Base. If, at any time, Lender implements a Borrowing Base Reserve in excess of $100,000 (“Borrowing Base Reserve Implementation”), Lender will give Parent 5 Business Days advance written notice of such Borrowing Base Reserve Implementation unless an Event of Default then exists, in which case Lender will give Parent contemporaneous oral or written notice of such Borrowing Base Reserve Implementation. (b) On and after the Effective Date, the Line of Credit may be used by Borrowers solely for general working capital and corporate purposes. (c) On the Signature Date, Borrowers shall execute and deliver to Lender a Sixth Amended and Restated Revolving Credit Promissory Note in the form of Exhibit 2.1 to this Agreement (as amended, the “Revolving Note”), dated as of the Effective Date, in the principal amount of the Revolving LoansCommitment, together with and bearing interest at such rates, and payable upon such terms, as specified in the Revolving Note. (d) The entire unpaid balance of the Line of Credit, plus all accrued and unpaid thereoninterest, shall constitute any other charges, advances and fees, if any, outstanding with respect to the Revolving Loans, the Letter of Credit Obligations, and all other Obligations related to the Revolving Loans and the Letter of Credit Obligations shall be due and payable in full on the applicable Maturity Termination Date or, if earlier, on with respect to the date on which they otherwise become due and payable pursuant Line of Credit. Subject to the terms of this Agreementthe Revolving Note, Borrowers may prepay the Revolving Note in whole or part at any time. (ce) The dilution percentage with respect to Eligible Accounts (i.e., reductions in the amount of Accounts because of returns, discounts, price adjustments, credit memoranda, credits, contras, allowances and other offsets) may not increase above 5%. If the dilution percentage increases above 5%, then Lender will have the right, to be exercised in good faith, to decrease the advance rate against Eligible Accounts during that time period that the dilution percentage is above 5%. If, at any time, Lender decreases the then stated advance rate against Eligible Accounts as a result of an increase in the dilution percentage (“Dilution Advance Rate Decrease”), Lender will give Parent 5 Business Days advance written notice of such Dilution Advance Rate Decrease, unless an Event of Default then exists, in which case Lender will give Parent contemporaneous oral or written notice of such Dilution Advance Rate Decrease. (f) Anything to the contrary in this Section 2.1 Agreement notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise only Borrowers may request or receive from Lender advances of its Permitted Discretion, to establish and increase Revolving Loans or decrease Reserves and against the Borrowing Base. The amount other extensions of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteriacredit from Lender; provided, however, that: (i) Parent may request and receive Revolving Loan advances (“Parent Advances”) to pay directly amounts owed by Borrowers for operating expenses incurred in the ordinary course of business (“Borrower Common Expenses”) so long as (A) all Parent Advances are allocated to each Borrower by the last day of each calendar month with respect to Parent Advances made during that Agent shall endeavor to notify Administrative Borrower calendar month, and (B) Borrowers have supporting documentation in existence at or before the time any such Reserve of the Parent Advances to effect the allocation referred to in a material amount the immediately preceding clause (A). If either of the preceding conditions are not met, or if an Event of Default has occurred and is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increasecontinuing, and Borrowers without limiting any of the other rights or remedies of Lender as a result of such Event of Default, Parent may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer existsrequest or receive any Parent Advances; and (ii) Parent may request and receive Revolving Loan advances to pay the direct out-of-pocket costs incurred by Parent with respect to general and administrative expenses of Borrowers (“Overhead Expenses”) so long as (A) all Overhead Expenses are allocated to each Borrower by the last day of each calendar month with respect to Overhead Expenses paid during that calendar month, (B) the aggregate amount of Revolving Loan advances made to pay Overhead Expenses in any month does not exceed a manner rate equal to two percent (2%) per annum of the aggregate revenue of Borrowers for that month, and to the extent reasonably satisfactory to Agent in the exercise (C) no Event of its Permitted DiscretionDefault has occurred and is continuing or is created thereby.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and, (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Administrative Agent in accordance with Section 2.1(c)), and Co-Collateral Agents) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time, and (C) the Trailing 90 Day Collections reflected on the then most recent Trailing 90 Day Collections Report. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Co-Collateral Agents shall have the right (but not the obligation) at any time), in the exercise of its their Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, and other Reserves and against the Borrowing Base, the Trailing 90 Day Collections or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/CCo-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Collateral Agents shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees Co-Collateral Agents agree to make itself themselves available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent Co-Collateral Agents in the exercise of its their Permitted Discretion. In no event shall such opportunity limit the right of Administrative Agent to establish or change such Receivable Reserve, Bank Product Reserve, or other Reserves, unless Co-Collateral Agents shall have determined, in their Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers the Borrower on a Specified Borrowing Date in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (Ai) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing all Revolving Loans outstanding at such time, ; and (Bii) the amount equal to (1) the Applicable Borrowing Base as of for such date (based upon the most recent Specified Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), Date less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing all Revolving Loans to the Borrower outstanding at such time; provided that in no event shall the aggregate amount of each Lender’s outstanding Revolving Loans at any time exceed such ▇▇▇▇▇▇’s Revolver Commitment. (b) Amounts borrowed pursuant to this Section 2.1 2.01 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 2.01 notwithstanding, the Administrative Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by the Administrative Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Administrative Agent shall endeavor to notify Administrative the Borrower at or least five (5) Business Days before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, the Administrative Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers the Borrower may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, orand (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. No portion of any Loan will be funded or held with “plan assets,” as defined by the U.S. Department of Labor Regulation found at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base, Availability, or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least three (3) Business Days prior to the date on which any such reserve is to be established or increased; provided further, that (A) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve as set forth in such notice; (B) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; and (C) no such prior notice shall be required during the continuance of any Event of Default and (D) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent’s Liens on the Collateral. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventoryas applicable, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided. (d) Anything to the contrary in this Agreement notwithstanding, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss portion of the Reserve or increase, and Borrowers may take such action as Borrowing Base comprised of Eligible Cash may be required so that the eventadjusted, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its based on Agent’s Permitted Discretion, on a daily basis to reflect the aggregate amount of Eligible Cash as of the open of business on each business day as verified by Agent (which verification may be by receipt by Agent from the applicable Lender or Borrowers of screenshots of each website of each applicable deposit bank or securities intermediary describing the balance in each applicable account holding Eligible Cash).

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base Credit Amount as of such date (based upon the most recent Borrowing Base Report Credit Amount Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time, plus (z) the principal amount of the Term Loan outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Bank Product Reserves and from time to time against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to Maximum Revolver Amount or the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionAmount.

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreement, and during the term of this Agreementcontained herein, each Revolving Loan Lender severally (and not jointly) agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s fund its Pro Rata Share of an Revolving Loans to Borrowers from time to time in amounts requested by any Borrower up to the amount outstanding at any time equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeBase. (b) Amounts borrowed pursuant Agent may, in its discretion, from time to this Section 2.1 may be repaid andtime, subject upon not less than ten (10) Business Days prior telephonic or electronic notice only to each Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the terms and conditions extent that Agent determines in good faith that: (i) the number of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has adversely changed or (ii) the liquidation value of the Eligible Inventory, together with interest accrued and unpaid thereonor any category thereof, shall constitute Obligations and shall be due and payable on the applicable Maturity Date orhas decreased, if earlier, on the date on which they otherwise become due and payable pursuant including any decrease attributable to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, a material change in the exercise nature, quality or mix of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseInventory. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth decrease in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory lending formulas shall have a reasonable relationship to the event, condition, other circumstance, condition or fact that circumstance which is the basis for such reserve decrease as determined by Agent in good faith. In determining whether to reduce the lending formula(s), Agent may consider events, conditions, contingencies or change risks which are also considered in eligibility determining Eligible Sell-Off Vendors Receivables, Eligible Damaged Goods Vendors Receivables, Eligible Credit Card Receivables, Eligible Inventory or in establishing Reserves. (c) Except with the consent of all Lenders, or as otherwise provided in Sections 12.8 and 12.11 hereof, (i) the aggregate amount of the Loans outstanding at any time shall not be duplicative exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to Borrowers shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of the Revolving Loans outstanding at any time to Borrowers based on the Eligible Inventory shall not exceed the Inventory Loan Limit. (d) In the event that the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding to Borrowers exceeds the Borrowing Base, the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on the Eligible Inventory exceed the Inventory Loan Limit, or the aggregate amount of the outstanding Letter of Credit Accommodations exceed the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) hereof, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall immediately repay to Agent the entire amount of any other reserve established and currently maintained or eligibility criteriasuch excess(es). (e) At Borrowers’ option, upon not less than ten (10) Business Days prior written notice to Agent by Borrowers, Borrowers may permanently reduce the Revolving Loan Limit; provided, however, that Agent (i) such reductions may only be requested in increments of $10,000,000; (ii) on and after giving effect to such reduction, no Event of Default shall endeavor exist or have occurred and be continuing; and (iii) the Revolving Loan Limit may not be reduced to notify Administrative Borrower at or before the time any such Reserve in a material an amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is less than $60,000,000 unless reduced to zero in connection with the basis for such reserve termination of the Agreement or increase no longer exists, the Revolving Loan Facility in a manner and to accordance with the extent reasonably satisfactory to Agent in the exercise provisions of its Permitted DiscretionSection 14.1 hereof.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (all such loans, collectively, the “Revolving Loans”) to Borrowers under a revolving credit facility in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Revolver Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon (x) during a Non-Third Party Agent Retention Period, the most recent Borrowing Base Report Certificate (Agent) delivered by Borrowers to Agent or (y) during a Third Party Agent Retention Period, the most recent Borrowing Base Certificate (Third Party Agent, as adjusted for Reserves established ) delivered by Agent in accordance with Section 2.1(c))Borrowers to Third Party Agent, less (2) the sum of (x) the Letter of Credit Revolver Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 2.01 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything Notwithstanding anything to the contrary in this Section 2.1 notwithstanding2.01, Agent shall have the right (but not the obligation) may at any time, in the exercise of its Permitted Discretion, to time establish and increase one or decrease more Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount as Agent (or, during any Third Party Agent Retention Period, a Third Party Agent) may deem proper and appropriate in Agent’s (including, during any Third Party Agent Retention Period, a Third Party Agent’s) Permitted Discretion in its capacity as an asset based lender. The amount A Reserve may limit the Availability, reduce the Borrowing Base (by reduction of any Reserve established by Agent, and any changes to the eligibility criteria an advance rate set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers Borrowing Base or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstanceotherwise), or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of otherwise restrict a Borrower’s ability to borrow hereunder. Agent (or, during any other reserve established and currently maintained or eligibility criteria; providedThird Party Agent Retention Period, that Agent a Third Party Agent) shall endeavor to notify Administrative Borrower at Representative promptly after the establishment of any Reserve; provided, however, under no circumstance shall the delivery or before the time receipt of any such Reserve in notice constitute a material amount is condition to be established or increasedAgent’s (or, during any Third Party Agent Retention Period, a Third Party Agent’s) establishment of any Reserve. Upon establishment or increase in ReservesFor the avoidance of doubt, Agent agrees to make itself available to discuss the Reserve (or, during any Third Party Agent Retention Period, a Third Party Agent) may in Agent’s (including, during any Third Party Agent Retention Period, such Third Party Agent’s) Permitted Discretion (but Agent (or such Third Party Agent, as applicable) shall have no obligation in any circumstance to) increase, and Borrowers may take such action as may be required so reduce or release any Reserve that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionwas previously established under this Section 2.01(c).

Revolving Loans. Not later than 2:00 p.m. (aCharlotte, North Carolina time) Subject on the proposed borrowing date or, with respect to Tender Advance Revolving Loans made on the date of any Term Drawing, not later than 12:00 p.m. (Charlotte, North Carolina time) on the Business Day immediately following the date of such Term Drawing, each Lender will make available to the terms and conditions Administrative Agent, for the account of this Agreementthe Borrower, and during at the term office of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers the Administrative Agent in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal funds immediately available to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Administrative Agent, as adjusted for Reserves established applicable, such Lender’s Commitment Percentage multiplied by the Revolving Loans to be made on such borrowing date or, with respect to Tender Advance Revolving Loans, made on the Business Day immediately prior to such date. Subject to Section 3.05, the Borrower hereby irrevocably authorizes the Administrative Agent in accordance with Section 2.1(c)), less (2) to disburse the sum proceeds of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed each borrowing requested pursuant to this Section 2.1 2.03(d)(i) in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit D hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be repaid and, subject designated in writing by the Borrower to the terms and conditions of this AgreementAdministrative Agent from time to time. Subject to Section 2.16, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Administrative Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative obligated to disburse that portion of the proceeds of any other reserve established and currently maintained or eligibility criteria; provided, that Revolving Loan equal to the amount by which any Lender has not made available to the Administrative Agent shall endeavor to notify Administrative Borrower at or before the time any its applicable Commitment Percentage of such Reserve in a material amount is Revolving Loan. Revolving Loans to be established or increased. Upon establishment or increase made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionSection 2.02(c).

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Real Property shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreementthe Loan Documents and to the satisfaction of all conditions precedent to the making and funding of any loan as set forth in any Loan Document, the Bank agrees to make Revolving Loans to Borrower at any time and from time to time from the effective date hereof until (but not including) the Revolving Credit Maturity Date. The proceeds of Revolving Loans shall be used solely to refinance certain indebtedness to Tejas Energy NS, LLC existing at the time of initial funding hereunder and thereafter for working capital needs of Borrower. Borrower may request a Revolving Loan pursuant to terms of the Revolving Credit Note and (a) such request for advance once communicated to Bank, shall not be revocable by Borrower; and (b) each request for advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that, (i) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans to exceed the Revolving Credit Maximum Amount; (ii) no Default or Event of Default shall have occurred and be in existence, and during none will exist or arise upon the term making of this Agreement, each such Revolving Lender agrees Loan; and (severally, not jointly or jointly iii) the representations and severallywarranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan. Bank may elect (but without any obligation to do so) to make revolving loans a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a telephone notice authorization in form and content satisfactory to Bank. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 12:00 noon (“Dallas, Texas time) on the next business day following the disbursement date of such Revolving Loans”) Loan, a duly executed written request for advance, and all other provisions of this Section 2.2 shall be applicable with respect to Borrowers such Revolving Loan. Notwithstanding anything contained in this Agreement to the contrary, the aggregate principal amount of all Revolving Loans shall not exceed the Revolving Credit Maximum Amount. If said limitations are exceeded at anytime, Borrower shall immediately, without demand by Bank, pay to Bank an amount not less than such excess, or, if Bank, in its sole discretion, shall so agree, Borrower shall provide Bank cash collateral in an amount not less than such excess, and Borrower hereby pledges and grants to Bank a security interest in such cash collateral so provided to Bank. Unless otherwise expressly provided in a Loan Document, all sums payable by Borrower to Bank under or pursuant to any Loan Document, whether principal, interest, or otherwise, shall be paid, when due, directly to Bank at any one office of Bank located in the State of Texas in immediately available United States funds, and without setoff, deduction or counterclaim. Upon the occurrence during the continuance of any Event of Default pursuant to Section 6.1(a) or the acceleration of the Revolving Loans, Bank may, in its discretion, charge any and all deposit or other accounts (including, without limitation, any account evidenced by a certificate of deposit or time outstanding deposit) of Borrower maintained with Bank for all or any part of any Indebtedness then due and payable; provided, however, that such authorization shall not affect Borrower's obligations to exceed pay all Indebtedness, when due, whether or not any such account balances maintained by Borrower with Bank are insufficient to pay any amounts then due. Borrower shall pay to Bank a commitment fee on the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share undrawn portion of the Revolving Credit Note in an amount equal to the lesser of: product of the Applicable Margin (Aas defined in the Revolving Credit Note) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered multiplied by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during difference between (i) the term of this Agreement. The outstanding principal maximum face amount of the Revolving LoansCredit Note and (ii) the average daily aggregate principal balance of all Revolving Loans outstanding during each of CHC's fiscal quarters. Such fee shall be computed and shall be payable quarterly in arrears as of the end of each of CHC's fiscal quarters. Bank shall invoice Borrower for such fees, together with interest accrued and unpaid thereon, shall constitute Obligations and which invoice shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. within fifteen (c15) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Basedays after receipt. The amount provisions of any Reserve established Chapter 346 of the Texas Finance Code are specifically declared by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall parties not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established applicable to any of the Loan Documents or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretiontransactions contemplated thereby.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, andor (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify the Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify the Administrative Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be ineffective. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, and Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt R-22 Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Domestic In-Transit Inventory, Eligible International In-Transit Crude Oil, Inventory and Eligible InRe-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Load Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon notice of establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. Subject to any notice period described in the definition of Reserves (if applicable), in no event shall such notice and opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to and upon the terms and conditions contained herein, each Revolving Lender severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) in an aggregate principal amount outstanding at any one time that will not result in such Revolving Lender’s Pro Rata Share of the aggregate amount of Revolving Loans and Letter of Credit Obligations then outstanding exceeding such Revolving Lender’s Revolving Commitment. Subject to and upon the terms and conditions contained herein, each Revolving Loan shall be comprised entirely of ABR Loans or Eurodollar Rate Loans as each Borrower (or Administrative Borrower on behalf of such Borrower) may from time to time request in accordance herewith, provided that all Revolving Loans made on the date hereof must be made as ABR Loans but may be converted into Eurodollar Rate Loans in accordance with Section 3.1(b) hereof. (b) To the extent that any facts or circumstances (i) have led to Agent establishing a Reserve pursuant to one provision of this Agreement, Agent shall not establish any Reserves based on the same such facts or circumstances pursuant to any other provision of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) were taken into account in calculating any component of the Borrowing Base, Agent shall not establish any Reserves based on the same such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of:facts or circumstances. (Ac) Except in Agent’s discretion, with the amount equal to (1) consent of all Revolving Lenders, or as otherwise provided in Section 12.8 or Section 12.11 herein, the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) Aggregate Revolving Exposure any time shall not exceed the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding Cap at such time. (bd) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to In the terms and conditions of this Agreement, reborrowed event that the Aggregate Revolving Exposure at any time during exceeds the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) Borrowing Cap at any such time, (i) such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and (ii) Borrowers shall immediately repay to Agent the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The entire amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionexcess.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, and Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Accounts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject Each Bank severally agrees, subject to the fulfillment of the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (the “Revolving Loans”) to Borrowers in an amount at any one the Borrower from time outstanding not to exceed time during the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal applicable Commitment Period. Subject to the lesser of: (A) provisions of this Agreement, Loans may be repaid in whole or in part, and amounts so repaid may be reborrowed, but in no event shall the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the aggregate principal amount of each Bank’s Revolving Loans plus such Bank’s Pro rata share of the LC Obligations and outstanding Swing Loans outstanding (if a participant in Swing Loans pursuant to Section 2.07(c) hereof) exceed at such time, and (B) any time the amount equal to (1) the Borrowing Base as then Commitment of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeBank. (b) Amounts borrowed The requesting of a Loan in and of itself pursuant to this a Notice of Borrowing constitutes a representation and warranty by the Borrower to the Banks and the Agents that the conditions specified in Section 2.1 5.01 hereof have been satisfied. Each oral request for a Revolving Loan (which request shall be promptly confirmed in writing as specified in Section 5.01 hereof) shall be made by a person authorized by the Borrower to do so and designated on Schedule 2.03, or as that Schedule may be repaid andamended from time to time in writing by the Borrower (each an “Authorized Fiscal Officer”), subject and the making of a Revolving Loan as provided herein shall conclusively establish the Borrower’s obligation to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the repay such Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementLoan. (c) Anything Immediately prior to the contrary in effectiveness of this Section 2.1 notwithstandingAgreement, Agent the outstanding principal balance of “Revolving Loans” under the 2004 Credit Agreement is $218,000,0000 and shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, be deemed to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agentbe, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivablehereby is converted into, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionoutstanding Revolving Loans hereunder.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base Credit Amount as of such date (based upon the most recent Borrowing Base Report Credit Amount Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time, plus (3) the principal amount of the Term Loan outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, to establish Bank Product Reserves in the exercise of its Permitted Discretion, Discretion from time to establish and increase or decrease Reserves and time against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to Maximum Revolver Amount or the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionAmount.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall will have the right (but not the obligation) at any time, to establish or modify Reserves in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, condition or other circumstance, or fact that matter which is the basis for such reserve Reserve as determined by Agent in its Permitted Discretion and to the extent that such Reserve is in respect of amounts that may be payable to third parties Agent may deduct such Reserve from the Maximum Revolver Amount at any time that the Maximum Revolver Amount is less than the amount of the Borrowing Base. To the extent that an event, condition or change in eligibility and matter as to any Eligible Account, Eligible Unbilled Account or Qualified Cash is addressed pursuant to the treatment thereof within the definition of such term, Agent shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor also establish a Reserve to notify Administrative Borrower at or before address the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the same event, condition, circumstance, condition or fact that is matter. Agent will provide three (3) Business Days prior notice to Administrative Loan Party before Agent establishes any new categories of Reserves after the Closing Date and will consult with Administrative Loan Party in connection with the basis for such reserve or increase no longer exists, in a manner and new categories of Reserves to the extent Administrative Loan Party is available in a reasonably satisfactory timely manner, provided, that the failure to Agent in the exercise of its Permitted Discretionconsult with Administrative Loan Party shall not limit Agent’s right to implement such Reserve following such three (3) Business Day period.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Lender agrees (severally, not jointly or jointly and severally) Loans to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount aggregate amounts outstanding at any one time outstanding not equal to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: to, as of any date of determination, (A) the amount equal to (1i) the Maximum Revolver Amount, less Amount minus (2ii) the sum aggregate amount of all Revolving Loans and Swing Loans then outstanding plus the Maximum Undrawn Amount of all Letters of Credit then outstanding. The Revolving Loans shall be evidenced by one or more secured promissory notes (ycollectively, the “Revolving Loan Note”) substantially in the form attached hereto as Exhibit 2.1. Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, (x) the Letter of Credit Usage at such time, plus (z) the outstanding aggregate principal amount of Swing Loans and the Revolving Loans at any one time outstanding at such time, and (B) plus the amount equal to (1) the Borrowing Base as Maximum Undrawn Amount of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter all Letters of Credit Usage at such time, plus then outstanding shall not exceed the Maximum Revolver Amount and (y) Agent shall have the principal amount of Swing Loans outstanding at such time. right (bbut not the obligation) to establish from time to time Bank Product Reserves against the Maximum Revolving Loan Amount. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, Swing Loans and all other extensions of credit hereunder, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (ai) Subject to and upon the terms and conditions of this Agreement, and during the term of this Agreementset forth herein, each Revolving Lender severally agrees to make, at any time and from time to time after the Closing Date and prior to the Maturity Date, a revolving loan (severally, not jointly or jointly and severally) to make revolving loans (a “Revolving LoansLoan”) to Borrowers the Revolving Borrower, in an aggregate amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) at any time outstanding the amount equal to (1) of such Revolving Lender’s Revolving Loan Commitment; provided, however, that the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the aggregate principal amount of Swing all Revolving Loans outstanding at such time, and (B) any time shall not exceed the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum lesser of (x) the Letter of Credit Usage Total Revolving Loan Commitment at such time, plus time and (y) the principal amount of Swing Loans outstanding Borrowing Base at such time. The Revolving Loans (A) shall be denominated in Dollars, (B) shall, at the option of the Revolving Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (C) may be repaid and reborrowed in accordance with the provisions hereof. Prior to the making of the first Revolving Loan hereunder, the Administrative Agent and the Collateral Agent shall have received, in form and substance satisfactory to the Collateral Agent, a Borrowing Base Certificate providing evidence that the Borrowing Base is equal to or greater than the aggregate amount of outstanding Revolving Loans plus the amount of Revolving Loans requested on such date. (bii) Amounts borrowed pursuant to this Section 2.1 During any Cash Dominion Period, the Lenders and the Revolving Borrower hereby authorizes the Collateral Agent, and the Collateral Agent may be repaid and, subject (with notice to the terms and conditions of this AgreementAdministrative Agent) or, reborrowed at any the Administrative Agent’s direction, shall, from time during to time, charge the term of this Agreement. The outstanding principal amount account of the Revolving Loans, together Borrower with interest accrued and unpaid thereon, shall constitute Obligations and shall be any amount due and payable on by the applicable Maturity Date orRevolving Borrower or any other Credit Party under any Credit Document in respect of the Revolving Loans (specifically including any amount required to be paid hereunder by the Revolving Borrower as a principal payment, if earlieras cash collateralization or as interest, on fees or other charges hereunder and any amount required to be paid hereunder or under any other Credit Documents by the date on which they otherwise become due Borrowers or any other Credit Party to reimburse the Administrative Agent or the Collateral Agent for the expenditure of any amount by such agent in performance of any covenants of the Borrowers or such Credit Party under any Credit Document). Each of the Lenders and payable pursuant to the terms of this Agreement. (c) Anything to Revolving Borrower agrees that the contrary in this Section 2.1 notwithstanding, Collateral Agent shall have the right (but to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the obligation) at any time, conditions precedent in Section 8 have been satisfied. Any amount charged to the exercise account of its Permitted Discretion, the Revolving Borrower shall be deemed a Revolving Loan hereunder requested by the Revolving Borrower and funded by the applicable Lenders to establish the Revolving Borrower as a Base Rate Loan and increase or decrease Reserves subject to Section 2 of this Agreement and against the Borrowing Baseobligations of Lenders thereunder. The amount proceeds of such Revolving Loans shall be disbursed as direct payment of the relevant Obligations. The Lenders and the Revolving Borrower confirm that any Reserve established by charges which the Collateral Agent may so make to the account of the Revolving Borrower as herein provided will be made as an accommodation to the Revolving Borrower and solely at the Collateral Agent’s discretion; provided that, for the avoidance of doubt, the Collateral Agent from time to time may, or shall upon the request of the Administrative Agent, charge the account of the Revolving Borrower with any amount due and payable in respect of the Revolving Loans under any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionDocument.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Lender's Revolver Commitment, orand (ii) such ▇▇▇▇▇▇’s Lender's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers Borrower may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to and upon the terms and conditions contained herein, each Revolving Loan Lender severally (and not jointly) agrees to fund its Pro Rata Share of this AgreementRevolving Loans to Borrowers from time to time in amounts requested by Administrative Borrower up to the amount equal to the lesser of: (i) the Borrowing Base or (ii) the Revolving Loan Limit. (b) Except in Administrative and Collateral Agent’s discretion, with the consent of all Lenders other than the Sponsor Affiliated Lenders, (i) the aggregate principal amount of the Revolving Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Revolving Loan Limit. In the event that the aggregate principal amount of the outstanding Revolving Loans and Letter of Credit Accommodations exceed the amounts available pursuant to the Borrowing Base (prior to giving effect to Reserves established at the issuance of such Letter of Credit Accommodations), the Revolving Loan Limit or the sublimits for Letter of Credit Accommodations set forth in Section 2.2(e), as applicable, such event shall not limit, waive or otherwise affect any rights of any Agent or any Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Administrative and Collateral Agent, which may be made at any time or from time to time, immediately repay to Administrative and Collateral Agent, for the ratable benefit of the Revolving Loan Lenders, the entire amount of any such excess(es) for which payment is demanded, or, if no Revolving Loans are then outstanding, provide cash collateral with respect to any Letter of Credit Accommodations outstanding in excess of the Borrowing Base or sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) in an amount equal to one hundred five percent (105%) of the amount of such excess plus the amount of any fees and expenses payable in connection therewith through the end of the expiration of such Letter of Credit Accommodations. (c) At Borrowers’ option, upon not less than five (5) Business Days prior written notice to Administrative and Collateral Agent by Administrative Borrower, Borrowers may permanently reduce the Revolving Loan Threshold Limit; provided, however, (i) no more than twenty (20) such reductions may be made during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or ; (ii) such ▇▇▇▇▇▇’s Pro Rata Share reductions are requested in increments of $10,000,000 and (iii) the Revolving Loan Threshold Limit may not be reduced to an amount equal that is less than $250,000,000 unless reduced to zero in connection with the lesser of: (A) termination of the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent Agreement in accordance with the provisions of Section 2.1(c)), less (213.1(a) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timehereof. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to In the terms and conditions case of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans, the Borrower shall give written notice (or telephone notice promptly confirmed in writing) substantially in the form of Schedule 2.2(a)(i) (each a “Notice of Revolving Loan Borrowing”) to Borrowers the Administrative Agent not later than 12:00 Noon (Charlotte, North Carolina time) (x) on the Business Day of the requested advance in an amount at any one time outstanding not the case of Base Rate Loans and (y) on the second Business Day prior to exceed the lesser of: date of the requested advance in the case of Eurocurrency Rate Loans denominated in Dollars. Each such Notice of Borrowing shall be irrevocable and shall specify (i) that a Revolving Loan is requested, (ii) the date of the requested advance (which shall be a Business Day), (iii) the aggregate principal amount of Revolving Loans requested, (iv) whether the Revolving Loans requested shall consist of Base Rate Loans, Eurocurrency Rate Loans or a combination thereof and (v) if Eurocurrency Rate Loans are requested, the Interest Periods with respect thereto. The Administrative Agent shall as promptly as practicable give each Lender notice of each requested Revolving Loan advance, of such Lender’s pro rata share thereof and of the other matters covered in the Notice of Borrowing. In the case of a Revolving Loans, each Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Notice of Revolving Loan Borrowing. Upon satisfaction of the applicable conditions set forth in Section 5.2, the Administrative Agent shall, not later than 2:30 p.m. on such Business Day specified in the applicable Notice of Revolving Loan Borrowing, make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of ▇▇▇▇▇▇’s Revolver Commitment, or ▇ Fargo Bank with the amount of such funds or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as wire transfer of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agentfunds, as adjusted for Reserves established by Agent in each case in accordance with Section 2.1(c)), less instructions provided to (2and reasonably acceptable to) the sum of (x) Administrative Agent by the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeBorrower. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (ai) Subject to and upon the terms and conditions of this Agreement, and during the term of this Agreementcontained herein, each Revolving Lender severally (and not jointly) agrees (severally, not jointly or jointly and severally) to make revolving loans (“its Pro Rata Share of Revolving Loans”) Loans to Borrowers from time to time until the Commitment Termination Date in an amounts requested by Administrative Borrower on behalf of the applicable Borrower up to the aggregate amount outstanding for all Lenders at any one time outstanding equal to the Borrowing Base at such time. The Pro Rata Share of the Revolving Loan of any Lender shall not to at any time exceed its separate Commitment. Until the lesser of: (i) such ▇▇▇▇▇▇’s Revolver CommitmentCommitment Termination Date, orBorrowers may borrow, repay and reborrow under this Section 2.1(a)(i). (ii) Each Revolving Loan shall be made on notice by Administrative Borrower on behalf of the applicable Borrower to one of the representatives of Agent identified on Schedule 2.1 at the address specified therein. Any such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to notice must be given no later than (1) 1 p.m. (Eastern time) on the Maximum Revolver AmountBusiness Day of the proposed Revolving Loan, less in the case of an Prime Rate Loan, or (2) 1 p.m. (Eastern time) on the sum date which is three (3) Business Days prior to the proposed Revolving Loan, in the case of a Eurodollar Rate Loan. Each such notice (yeach a “Notice of Borrowing”) must be given in writing (by telecopy or overnight courier) substantially in the Letter form of Credit Usage at Exhibit F, and shall include the information required in such time, plus (z) the principal amount of Swing Loans outstanding at Exhibit and such time, and (B) the amount equal to (1) the Borrowing Base other information as of such date (based upon the most recent Borrowing Base Report delivered may be required by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andExcept in Agent’s discretion, subject to with the terms and conditions consent of this Agreementall Lenders, reborrowed at any time during or as otherwise provided herein, the term of this Agreement. The outstanding aggregate principal amount of the Revolving Loans, together with interest accrued Loans and unpaid thereon, the Letter of Credit Obligations outstanding at any time shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreementnot exceed Excess Availability. (c) Anything to In the contrary in this Section 2.1 notwithstanding, Agent shall have event that the right (but not aggregate principal amount of the obligation) Revolving Loans and the Letter of Credit Obligations outstanding at any time exceed Adjusted Excess Availability, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, in immediately repay to Agent the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The entire amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretiondemanded.

Revolving Loans. (a) Subject The Borrower shall pay to the terms and conditions Tranche 1 Revolving Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of this Agreement, and during the term prepayment of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“any such Tranche 1 Revolving Loans”) to Borrowers in an amount at . Effecting any one time outstanding not to exceed increase of the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal Tranche 1 Revolving Commitments under this Section is subject to the lesser of: following conditions precedent: (Ax) no Default or Event of Default shall be in existence on the amount equal to (1) the Maximum Revolver Amounteffective date of such increase, less (2) the sum of (y) the Letter representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of Credit Usage at a representation or warranty qualified by materiality, in which case such timerepresentation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, plus in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6., and (z) the principal amount Administrative Agent shall have received each of Swing Loans outstanding at the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of each Loan Party of (A) in the case of the Borrower, all corporate or other necessary action taken by the Borrower to authorize such time, and increase and (B) in the case of each Guarantor, all corporate or other necessary action taken by such Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the Tranche 1 Revolving Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Tranche 1 Revolving Notes and/or Bid Rate Notes executed by the Borrower, payable to any such new Tranche 1 Revolving Lenders and replacement Tranche 1 Revolving Notes and/or Bid Rate Notes, as applicable, executed by the Borrower, payable to any such existing Tranche 1 Revolving Lenders increasing their respective Tranche 1 Revolving Commitments, in each case, in the amount equal to (1) the Borrowing Base as of such date (based upon Lender’s Tranche 1 Revolving Commitment at the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent time of the effectiveness of the applicable increase in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal aggregate amount of Swing Loans outstanding at such time. (b) Amounts borrowed the Tranche 1 Revolving Commitments. In connection with any increase in the aggregate amount of the Tranche 1 Revolving Commitments pursuant to this Section 2.1 2.17. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may be repaid andreasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, subject provide to the terms and conditions of this AgreementAdministrative Agent, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loansits name, together with interest accrued and unpaid thereonaddress, shall constitute Obligations and tax identification number and/or such other information as shall be due necessary for the Administrative Agent to comply with “know your customer” and payable on Anti-Money Laundering Laws, including without limitation, the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementPatriot Act. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreementthe Loan Documents and to the satisfaction of all conditions precedent to the making and funding of any loan as set forth in any Loan Document, and during the term of this Agreement, each Revolving Lender Bank agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers in an amount at any one time outstanding and from time to time from the effective date hereof until (but not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (Aincluding) the amount equal Revolving Credit Maturity Date. The proceeds of Revolving Loans shall be used solely by Borrower for strategic acquisitions and other working capital needs of Borrower. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to (1) the Maximum Revolver Amount, less (2) the sum Bank a request for advance by an authorized officer or other representative of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andBorrower, subject to the following: (a) each such request for advance shall include, without limitation, the proposed amount of such revolving loan and the proposed disbursement date, which date must be a business day; (b) each such request for advance shall be communicated to Bank by 2:00 p.m. (Dallas, Texas time) on the proposed disbursement date; (c) a request for advance, once communicated to Bank, shall not be revocable by Borrowers; and (d) each request for advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that: (i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable; (ii) all terms and conditions precedent to the making of this Agreementsuch Revolving Loan have been satisfied, reborrowed at any time during and shall remain satisfied through the term date of this Agreement. The such Revolving Loan; (iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of the all Revolving Loans, together with interest accrued to exceed the Revolving Credit Maximum Amount; (iv) no Default or Event of Default shall have occurred or be in existence, and unpaid thereon, shall constitute Obligations none will exist or arise upon the making of such Revolving Loan; (v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be due true and payable correct in all material respects as of the making of such Revolving Loan; and (vi) the request for advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of any Loan Party. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a telephone notice authorization in form and content satisfactory to Bank. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next business day following the disbursement date of such Revolving Loan, a duly executed written request for advance, and all other provisions of this Section 2.2 shall be applicable Maturity Date with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make revolving loans pursuant to such other written agreements as may be entered into by Bank and Borrower. Notwithstanding anything contained in this Agreement to the contrary, the aggregate principal amount of all Revolving Loans at any time outstanding shall not exceed the Revolving Credit Maximum Amount. If said limitations are exceeded at anytime, Borrowers shall immediately, without demand by Bank, pay to Bank an amount not less than such excess, or, if earlierBank, on in its sole discretion, shall so agree, Borrowers shall provide Bank cash collateral in an amount not less than such excess, and Borrowers hereby pledge and grant to Bank a security interest in such cash collateral so provided to Bank. Unless otherwise expressly provided in a Loan Document, all sums payable by Borrowers to Bank under or pursuant to any Loan Document, whether principal, interest, or otherwise, shall be paid, when due, directly to Bank at any office of Bank located in the date on which they otherwise become State of Texas in immediately available United States funds, and without setoff, deduction or counterclaim. Bank may, in its discretion, charge any and all deposit or other accounts (including, without limitation, any account evidenced by a certificate of deposit or time deposit) of Borrowers maintained with Bank for all or any part of any Indebtedness then due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteriapayable; provided, however, that Agent such authorization shall endeavor not affect Borrowers' obligations to notify Administrative Borrower at pay all Indebtedness, when due, whether or before the time not any such Reserve in a material amount is account balances maintained by Borrowers with Bank are insufficient to pay any amounts then due. The provisions of Chapter 346 of the Texas Finance Code are specifically declared by the parties not to be established applicable to any of the Loan Documents or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretiontransactions contemplated thereby.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) any Debt Maturity Reserve then in effect, less (3) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Latest Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted DiscretionDiscretion upon at least five (5) Business Days prior written notice to Administrative Borrower, to to, without duplication, (i) establish and increase or decrease Reserves and against the Borrowing BaseBase or (ii) change any eligibility criteria set forth in the definitions of “Eligible Credit Card Receivables”, “Eligible Invoiced Accounts”, “Eligible Investment Grade Accounts”, “Eligible New Dealership Inventory Held for Sale”, “Eligible Newly Purchased Non-Rental Rolling Stock Equipment”, “Eligible Newly Purchased Rental Equipment Inventory”, “Eligible Non-Rental Rolling Stock Equipment”, “Eligible Parts and Tools Inventory”, “Eligible Rental Equipment Inventory” or “Eligible Unbilled Accounts”; provided, that (A) during such five (5) Business Days period, Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve, or the implementation of such change to eligibility criteria, as set forth in such notice; (B) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; (C) no such prior notice shall be required during the continuance of any Event of Default; and (D) no such prior notice shall be required with respect to any Reserve established in respect of any Lien of any third party that has priority over Agent’s Liens on the Collateral. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, “Eligible Credit Card Receivables”, “Eligible L/CInvoiced Accounts”, “Eligible Investment Grade Accounts”, “Eligible New Dealership Inventory Held for Sale”, “Eligible Newly Purchased Non-Backed ReceivablesRental Rolling Stock Equipment”, “Eligible Refinery Hydrocarbon Newly Purchased Rental Equipment Inventory”, “Eligible Lubricants Non-Rental Rolling Stock Equipment”, “Eligible Parts and Tools Inventory”, “Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Rental Equipment Inventory, ” or “Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory ” shall have a reasonable relationship as determined by Agent in Permitted Discretion to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided. Notwithstanding anything to the contrary contained herein, that Agent shall endeavor to notify Administrative Borrower may at or before any time establish Debt Maturity Reserves, Dilution Reserves and Bank Product Reserves in accordance with the time any such Reserve in a material amount is to be established or increasedprovisions of this Agreement. Upon establishment or increase in Reservesthe reasonable request of Administrative Borrower, Agent agrees to make itself available to discuss the Reserve any proposed establishment or increaseincrease in Reserves, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability, debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the other Loan Documents, and during the term of this Agreement, each Revolving Lender agrees (severallythe Bank, not jointly absent the occurrence of a Default or jointly and severally) to an Event of Default, may make revolving loans to the Borrowers (the “Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base and the Maximum Facility Amount, except as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andincreased or decreased by Bank, in its sole discretion (the “Revolving Credit Facility”). Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, reborrowed at any time during the term of this AgreementBorrowers may borrow, repay and re-borrow Revolving Loans. A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: Unless otherwise agreed by L▇▇▇▇▇, each request for a Loan shall be irrevocable. The outstanding principal Borrower shall give the Bank same-day notice, no later than 11:00 A.M. (New York time) on any Business Day, of its request for a Revolving Loan, in which notice the Borrower shall specify the amount of the proposed Revolving LoansLoan and the proposed borrowing date, together with interest accrued which must be a Business Day; provided, however, that no such request may be made at a time when there exists a Default or an Event of Default. Each check presented for payment against the Borrower’s controlled disbursement account, if any, at Bank and unpaid thereon, any other charge or request for payment against such controlled disbursement account shall constitute Obligations a request for a Revolving Loan. As an accommodation to the Borrower, the Bank may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to the Bank by the Borrower. Unless the Borrower specifically directs the Bank in writing not to accept or act upon telephonic or electronic communications from the Borrower, the Bank shall have no liability to the Borrower for any loss or damage suffered by the Borrower as result of the Bank’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to the Bank by the Borrower and the Bank shall have no duty to verify the origin of any such communications or the authority of the Person sending it. The Borrower hereby irrevocably authorizes the Bank to disburse the proceeds of each Revolving Loan requested by the Borrower as follows: the proceeds of each Revolving Loan requested under Section 1(a) shall be due and payable on disbursed by Bank in lawful money of the applicable Maturity Date orUnited States of America in immediately available funds, if earlierin the case of the initial borrowing, on the date on which they otherwise become due and payable pursuant to in accordance with the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstandingwritten disbursement letter from Borrower, Agent shall have the right (but not the obligation) at any time, and in the exercise case of its Permitted Discretioneach subsequent borrowing, by credit to establish and increase or decrease Reserves and against the Borrowing Base. The amount any account of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at Bank or before the time any by wire transfer or Automated Clearing House (ACH) transfer to such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action bank accounts as may be required so that agreed upon by the event, condition, circumstanceBorrower and the Bank from time to time, or fact that is elsewhere if pursuant to a written direction from the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionBorrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base Credit Amount as of such date (based upon the most recent Borrowing Base Report Credit Amount Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time, plus (z) the outstanding principal balance of the Term Loan at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Bank Product Reserves and from time to time against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to Maximum Revolver Amount or the eligibility criteria set forth Credit Amount as provided in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionthereof.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Lender's Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Lender's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Adjusted Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; providedmaintained, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to determined by Agent in the exercise of its Permitted Discretiongood faith.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Revolving Loan Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver CommitmentCommitment less its Pro Rata Share of the outstanding principal amount of the Term Loan at such time, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of the (yaa) the Letter of Credit Usage at such time, plus (zbb) the outstanding principal amount of Swing Loans outstanding at such time, and (cc) the principal amount of the Term Loan outstanding at such time; and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Revolving Loan Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time, plus (3) the principal amount of the Term Loan outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at upon not less than ten (10) days’ prior notice to Revolving Loan Borrower but no notice shall be required as long as any timeDefault or Event of Default has occurred and is continuing, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves in its Permitted Discretion, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender ▇▇▇▇▇▇ agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s the Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus less (z3) the principal amount of Swing Loans outstanding at such timeReserves established by Lender in accordance with Section 2.1(c), and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to AgentLender), as adjusted for Reserves established by Agent Lender in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing the Term Loan outstanding at such time, plus (z) the principal amount of all Capex Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to Base or the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionMaximum Revolver Amount.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves and other Reserves against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility Reserve and shall not be duplicative of any other reserve Reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountCredit, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Credit. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, and Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in ReservesReserves and at Administrative Borrower’s request, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, Priority Payables Reserve or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers, in which case Agent shall promptly release or reduce such Reserve. Agent will provide notice to Administrative Borrower three (3) Business Days’ prior to the establishment of any new categories of Reserves after the date hereof or any change in the methodology for the calculation of an existing Reserve after the date hereof, provided that such prior notice shall not be required, (i) at any time there is an Event of Default or, if in the good faith determination of Agent, it is necessary to act sooner to preserve or protect the Collateral or its value or the rights of Agent therein or to otherwise address any event, condition or circumstance that, in the good faith judgment of the Agent, is reasonably likely to cause a diminution in the value of the Collateral or to threaten the ability to realize upon any portion of the Collateral or (ii) if after giving effect to any such new category of reserves or change in methodology there would be an Overadvance, but Agent will provide such notice as soon as practicable upon the establishment of any such Reserve.

Revolving Loans. Upon the execution of this --------------- Agreement, Bank agrees to extend to Borrower a line of credit, so that as long as no Default or Event of Default has occurred and is continuing, Borrower may borrow, repay and reborrow, on a revolving basis in one (a1) Subject or more Revolving Loans from time to time prior to the terms close of business on the Revolving Credit Termination Date, amounts which together with the amount of (i) Credits Outstanding and conditions of (ii) unpaid Reimbursement Obligations deemed to be Revolving Loans under this AgreementSection 2.1.1., and during do not exceed in the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount aggregate at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as or the Commitment Amount in effect from time to time (the "Line of such date (based upon Credit"). Bank shall have the most recent Borrowing Base Report delivered right, in its reasonable credit judgment, to deem any unpaid Reimbursement Obligations and any other payments, deposits, guaranties or indemnifications made by Borrowers Bank for the account of Borrower under any letter of credit, reimbursement agreement, acceptance, guaranty or similar instrument to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and Bank may, in its reasonable credit judgment, establish such reserves as it deems appropriate against any present or future obligation of Bank to make payment, to deposit or to perform in respect of any of the same. Bank may, in its reasonable credit judgment and upon notice to Borrower, fund such reserves and/or charge the same to the Loan Account at such time as it deems appropriate. Notwithstanding any provision of this Agreement to the contrary, all Revolving Loans, including Overadvances, and any unpaid thereonReimbursement Obligations and other payments, deposits, guaranties or indemnifications deemed to be Revolving Loans by Bank hereunder, shall constitute Obligations and shall be due and payable on the applicable Maturity Date orone obligation of Borrower to Bank, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, secured by Bank's security interest in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionCollateral.

Revolving Loans. (a) Subject to the Each Revolving Credit Lender severally agrees, ratably in accordance with its respective Revolving Credit Commitment, and on terms and conditions hereinafter set forth (including subject to the satisfaction of this Agreementthe applicable conditions precedent set forth in Article IV hereof), and to make loans (collectively, the "Revolving Loans") to Borrower from time to time on any Business Day during the term of this Agreementperiod commencing on the date hereof and ending on, each but excluding the Revolving Lender agrees (severallyLoan Commitment Termination Date, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an aggregate principal amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Lender's Pro Rata Share (in accordance with its Revolving Credit Commitment) of an amount equal to the lesser of: of (Ai) the Maximum Revolving Amount minus the then extant LC Exposure, or (ii) the amount equal to (1) of the Maximum Revolver Amount, less (2) Borrowing Base then in effect minus the sum of (yI) the Letter of Credit Usage at then extant LC Exposure (to the extent that Administrative Agent is not holding cash collateral in a reserve account with respect to such timeLC Exposure), plus (zII) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding aggregate principal amount of the Revolving LoansTerm Loans which is outstanding as of such time (inclusive of the then extant Term Loan PIK Amount), together with interest accrued and unpaid thereon(III) the amount of any other reserves established by Administrative Agent, shall constitute Obligations and shall be due and payable on the applicable Maturity Date oras of such date, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, as set forth below. Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including with respect to (but not A) sums chargeable against Borrower's Loan Account as Revolving Loans under any section of this Agreement, (B) amounts owing by Borrower or any of its Subsidiaries to any Person to the obligationextent secured by a Lien on, or trust over, any property of Borrower or any of its Subsidiaries, (C) at sales taxes, income taxes, property taxes, and other taxes or charges of any timekind which Borrower or any of its Subsidiaries is required, and has failed, to pay (except to the extent subject to a Permitted Protest), and (D) such other matters, events, conditions, or contingencies as to which Administrative Agent, in the exercise of its Permitted Discretion, determines reserves should be established from time to establish and increase or decrease Reserves and against the Borrowing Basetime hereunder. The amount proceeds of any Reserve established by Agent, and any changes to Revolving Loans shall be used solely for the eligibility criteria purposes set forth in Section 5.01(v) hereof. Within the definitions limit of Eligible Accounts Receivablethe aggregate amount of the Revolving Credit Commitments, Eligible Investment Grade ReceivablesBorrower may borrow, Eligible Credit Card Receivablesprepay and reborrow Revolving Loans pursuant to this Article II. The Revolving Loans shall be evidenced hereby, Eligible L/C-Backed Receivablesshall be secured by all of the Collateral, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionconstitute Obligations.

Revolving Loans. (a) Subject to 1. Upon the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share Agent's receipt of an amount equal to executed Revolving Loan Promissory Note, the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andLenders agree, subject to the terms and conditions of this AgreementAgreement from time to time, reborrowed at and within (x) the Availability and (y) the Line of Credit, but subject to Lenders' right to make "overadvances", to make loans and advances to the Companies on a revolving basis (i.e., subject to the limitations set forth herein, each Company may borrow, repay and re-borrow Revolving Loans); provided, however, that the Lenders shall not be obligated to lend to any time during Restricted Subsidiary an amount in excess of a sum equal to (1) the term Restricted Subsidiary Borrowing Base less (2) the aggregate amount of all loans thereto by any and all Obligors. Subject to such limitations, the aggregate amount of such loans and advances outstanding shall be up to the sum of: (a) outstanding Eligible Accounts Receivable of the Companies multiplied by the Accounts Receivable Advance Percentage, plus (b) the lesser of (i) Net Book Value multiplied by the Equipment Advance Percentage or (ii) the aggregate value of Eligible Equipment of the Companies multiplied by the Equipment Advance Percentage, minus (c) the outstanding undrawn balance of Letters of Credit outstanding, and minus (d) the Availability Reserves. Each request shall constitute, unless otherwise disclosed in writing to the Agent and the Lenders a representation and warranty by each Company that (i) after giving effect to the requested advance, no Default or Event of Default has or will have occurred and be continuing, (ii) such requested Revolving Loan is within the Line of Credit and Availability, and (iii) the proceeds of such Revolving Loan shall be used (A) if the Revolving Loan is an Acquisition Facility Loan, solely for Permitted Acquisitions, and (B) if the Revolving Loan is not an Acquisition Facility Loan, for the purposes permitted for such loans as set forth in Section 7, Paragraph 18(l). All requests for loans and advances must ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ of the Agent no later than 1:00 p.m., New York time, on the day on which such loans and advances are required and must designate the portion thereof which are Acquisition Facility Loans and the portion thereof which are Revolving Loans other than Acquisitions Facility Loans. Should the Agent for any reason honor requests for advances in excess of the limitations set forth herein, such advances shall be considered "Overadvances" and shall be made in the Agent's sole discretion, subject to any additional terms the Agent deems necessary and the other terms and provisions of this Agreement; provided, however, Agent may not make Overadvances which exceed the Line of Credit. 2. The outstanding principal amount In furtherance of the Revolving Loanscontinuing assignment and security interest in the Companies Accounts, together with interest accrued each such Company may, at its option (but in all cases subject to Section 3, Paragraph 9 below) promptly after the creation of Accounts, execute and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant deliver to the terms Agent in such form and manner as the Agent may reasonably require, solely for the Agent's convenience in maintaining records of this Agreementcollateral, such confirmatory schedules of Accounts as the Agent may reasonably request, and such other appropriate reports designating, identifying and describing the Accounts as the Agent may reasonably require. In addition, each Company may, UTI - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT at its option (but in all cases subject to Section 3, Paragraph 9 below) provide the Agent with copies of agreements with, or purchase orders from, such Company's customers, and copies of invoices to customers, proof of shipment or delivery and such other documentation and information relating to said Accounts and other collateral as the Agent may reasonably require. Failure to provide the Agent with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. Each Company hereby authorizes the Agent to affix such Company's printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of each Company's authorized officers or agents. (ca) Anything The Obligors hereby jointly and severally represent and warrant that: each Trade Account Receivable of each Company is based on an actual and bona fide sale and delivery of goods or rendition of services to the contrary in this Section 2.1 notwithstandingits customers, Agent shall have the right (but not the obligation) at any time, made by such Company in the exercise ordinary course of its Permitted Discretionbusiness; Equipment and the other goods, to establish if any, being sold and increase or decrease Reserves the Trade Accounts Receivable created are the exclusive property of such Company and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility are not and shall not be duplicative subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Liens; the invoices evidencing such Trade Accounts Receivable are in the name of such Company; and the customers of such Company have accepted the goods or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contracts, except for disputes and other matters arising in the ordinary course of business with respect to which such Company has complied with the notification requirements of Paragraph 5 of this section; (b) The Obligors confirm to the Agent that any and all taxes or fees relating to each Company's business, sales, the Accounts or goods relating thereto, are such Company's sole responsibility and that same will be paid by such Company when due and that none of said taxes or fees represent a lien on or claim against the Accounts. Each Company agrees to maintain such books and records regarding Accounts as the Agent may reasonably require and agrees that the books and records of each Company will reflect the Agent's interest in the Accounts. All of the books and records of each Company will be available to the Agent at normal business hours, including any records handled or maintained for such Company by any other reserve established and currently maintained company or eligibility criteriaentity (including any Guarantor); provided, however, that the inclusion of this provision is not intended to waive the attorney-client privilege with respect to legal files in the possession of counsel to the Obligors. 4. Until the Agent has advised the Parent to the contrary after the occurrence of a Triggering Event (as defined below), the Companies may and will enforce, collect and receive all amounts owing on the Accounts for the Agent's and Lenders' benefit and on their behalf, but at the Companies' expense; such privilege shall endeavor terminate automatically upon the institution by or against any Company of any proceeding under any bankruptcy or insolvency law or, at the election of the Agent, upon the occurrence of any Triggering Event and until such Triggering Event is waived in writing by the Agent or cured to notify Administrative Borrower at the Agent's satisfaction. Any checks, cash, notes or before other instruments or property received by a Company with respect to any Accounts or other proceeds of Collateral shall be held by or on behalf of such Company in trust for the time any Agent for the benefit of the Lenders, separate from such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increaseCompany's own property and funds, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.UTI - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against each Borrowing Base or the Borrowing BaseMaximum Revolver Amount; provided, that Agent shall notify Borrowers at least 3 Business Days prior to the date on which any such reserve is to be established or increased; provided further, that: (i) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve as set forth in such notice; (ii) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; (iii) no such prior notice shall be required during the existence of a Default or during continuance of any Event of Default; and (iv) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent’s Liens on the Collateral. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon the establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase and/or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, orand (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountAmount (as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to Section 2.1(c)), less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Administrative Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), from time to time and in the exercise of its Permitted Discretion, to establish and increase establish, release, increase, or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Equipment Inventory, Eligible Lubricants Parts and Tools Inventory, and Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Rolling Stock shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: : (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Revolver Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Revolver Borrowing Base as of such date (based upon the most recent Revolver Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time.Borrower (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Cash Settlement Reserves, and other Reserves and against the Revolver Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Cash Settlement Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during relying upon the term of this Agreementrepresentations and warranties set forth herein and in the other Loan Documents, each Revolving Lender agrees Bank agrees, severally and not jointly, to make its Commitment Percentage of loans (severallycollectively, not jointly or jointly and severally"Loans") to make revolving loans (“Borrower, at any time and from time to time ----- on and after the Effective Date and up to, but excluding, the Maturity Date, provided, a Bank's Commitment Percentage of the aggregate amount of all -------- Revolving Loans”) to Borrowers in an amount Credit Outstandings at any one time outstanding shall not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) Bank's Commitment and provided further that the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal aggregate amount of Swing Revolving Credit Outstandings shall at no time exceed the Available Commitment. Except as otherwise provided in this Credit Agreement, Loans outstanding at such timeshall mature and be due and payable in full on the Maturity Date. Within the limitation of the Available Commitment and subject to the other terms and provisions hereof, and (B) the amount equal to (1) the Borrower may borrow, repay and reborrow hereunder. Each Borrowing Base as comprised of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent Loans shall be made in accordance with the procedures set forth in Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the 2.03 ------------ and shall be in an aggregate principal amount which is an integral multiple of Swing Loans outstanding at such time$1,000,000 and not less than $1,000,000 (or an aggregate principal amount equal ---- to the amount available under the Available Commitment). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Issuing Bank(s) agrees to issue Letters of this Agreement, reborrowed Credit upon the request of Borrower for the account of Borrower or any Subsidiary of Borrower at any time during and from time to time on and after the term of this Agreement. The outstanding principal amount Effective Date and up to, but excluding, the earlier of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlierand the termination of the Letter of Credit Commitments in accordance with the terms hereof. Each Bank (other than the Issuing Bank) severally agrees, on the date on which they otherwise become due terms and payable conditions hereinafter set forth, to purchase participations in the Letters of Credit issued by the Issuing Bank pursuant to Section 2.05 in an aggregate ------------ amount not to exceed such Bank's Letter of Credit Commitment. Notwithstanding the terms foregoing, the aggregate undrawn face amount of this Agreement. (c) Anything all Letters of Credit at any time outstanding shall not exceed the aggregate Letter of Credit Commitments, and no Letter of Credit will be issued if immediately after such issuance the Revolving Credit Outstandings would exceed the Available Commitment then in effect. On each day during the period commencing with the issuance by the Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, and, irrespective of whether such Letter of Credit has expired or terminated, if same has been drawn upon and the amount so drawn has not been reimbursed to the contrary Issuing Bank, the Commitment of each Bank shall be deemed to be utilized for all purposes hereof in this Section 2.1 notwithstanding, Agent shall have an amount equal to such Bank's Commitment Percentage of the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The undrawn face amount of any Reserve established by Agentsuch Letter of Credit, and any changes to plus the eligibility criteria set forth in the definitions aggregate amount of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedall unreimbursed drawings. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.----

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreement, and during the term of this Agreementset forth herein, each Lender with a Revolving Lender Loan Commitment severally agrees (severallyto make, not jointly at any time and from time to time on or jointly after the Closing Date and severally) prior to make the Revolving Loan Maturity Date, a revolving loan or revolving loans (“each a "Revolving Loan" and, collectively, the "Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser ofBorrower, which Revolving Loans: (i) such ▇▇▇▇▇▇’s Revolver Commitmentshall, orat the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such ▇▇▇▇▇▇’s Pro Rata Share of an Lender at any time outstanding that aggregate principal amount equal which, when added to the lesser of: product of (Ax) the amount equal to such Lender's RL Percentage and (1) the Maximum Revolver Amount, less (2y) the sum of (yI) the aggregate amount of all Letter of Credit Usage Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, plus time and (zII) the aggregate principal amount of Swing all Swingline Loans outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (Biv) the shall not exceed for all such Lenders at any time outstanding that aggregate principal amount equal which, when added to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (xI) the aggregate amount of all Letter of Credit Usage Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, plus time and (yII) the aggregate principal amount of Swing all Swingline Loans outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such ▇▇▇▇▇▇’s Revolver Commitment, or or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Domestic In-Transit Inventory, Eligible International In-Transit Crude Oil, Inventory and Eligible InRe-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Load Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon notice of establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. Subject to any notice period described in the definition of Reserves (if applicable), in no event shall such notice and opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements, and during prior to the term of this AgreementMaturity Date, each Revolving Lender agrees (severallymay, not jointly or jointly and severally) to in its sole discretion, make revolving loans and advances (“the "Revolving Loans”") to Borrowers in an amount at any one time outstanding not up to exceed the lesser of:sum of the following sublimits (the "Revolving Loan Limit"): (i) such ▇▇▇▇▇▇’s Revolver CommitmentUp to eighty percent (80%) of the face amount (less maximum discounts, orcredits and allowances which may be taken by or granted to Account Debtors in connection therewith in the ordinary course of Borrower's business) of Borrower's Eligible Accounts; minus (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal reserves as Lender elects, in its sole discretion to the lesser of: establish from time to time; provided, however, (A) the amount equal to (1) the Maximum Revolver Amount, less (2y) the sum of (y) all outstanding Revolving Loan advances shall at no time exceed the Letter of Credit Usage at Maximum Revolving Loan Limit, except as such timeamount may be increased or decreased by Lender, plus in its sole discretion, and (z) notwithstanding anything contained in this Agreement or the principal amount of Swing Loans outstanding Other Agreements to the contrary, Lender may, in its discretion, change, at such any time and from to time, and the method of calculating the Revolving Loan Limit, including, but not limited to, reducing advance rates against Eligible Accounts and deducting additional or other reserves therefrom. Without in any way limiting Lender's discretion to reduce advance rates or establish reserves, Borrower hereby acknowledges and agrees that if Borrower's Accounts dilution exceeds 7%, then Lender may, in its sole discretion, reduce the advance rate against Eligible Accounts. The Revolving Loans shall be evidence by the Revolving Note. The aggregate unpaid principal balance of the Revolving Loans shall not at any time exceed the Revolving Loan Limit. If at any time the outstanding Revolving Loans exceeds the Revolving Loan Limit, or any portion of the Revolving Loans exceeds any applicable sublimit within the Revolving Loan Limit, Borrower shall immediately, and without the necessity of demand by Lender, pay to Lender such amount as may be necessary to eliminate such excess and Lender shall apply such payment to the Revolving Loans in such order as Lender shall determine in its sole discretion. Borrower hereby authorizes Lender, in its sole discretion, to charge any of Borrower's accounts or advance Revolving Loans to make any payments of principal, interest, fees, costs or expenses required to be made under this Agreement or the Other Agreements. A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: Borrower shall give Lender same day notice, no later than 10:30 A.M. (BChicago time) for such day, of its request for a Revolving Loan. In the amount equal event that Borrower maintains a controlled disbursement account at Lender, each check presented for payment against such controlled disbursement account and any other charge or request for payment against such controlled disbursement account shall constitute a request for a Revolving Loan. As an accommodation to (1) Borrower, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the Borrowing Base as origin of any such date (based upon communication or the most recent Borrowing Base Report delivered authority of the Person sending it. Borrower hereby irrevocably authorizes Lender to disburse the proceeds of each Revolving Loan requested by Borrowers Borrower, or deemed to Agentbe requested by Borrower, as adjusted for Reserves established follows: the proceeds of each Revolving Loan requested under Section 2(a) shall be disbursed by Agent Lender in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstandingwritten disbursement letter from Borrower, Agent shall have the right (but not the obligation) at any time, and in the exercise case of its Permitted Discretioneach subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action bank account as may be required so that the event, condition, circumstanceagreed upon by Borrower and Lender from time to time, or fact that is the basis for such reserve or increase no longer exists, in elsewhere if pursuant to a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionwritten direction from Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase and/or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves and other Reserves against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of contained in this Agreement, and during the term of this Agreement, each Revolving Lender Bank agrees (severally, not jointly or jointly and severally) to make revolving loans (“each a "Revolving Loans”Loan") to Borrowers from time to time until the Maturity Date in an aggregate amount at any one time outstanding not to exceed at any time outstanding the lesser of: of (i) such ▇▇▇▇▇▇’s Revolver Commitment, or $9,500,000 or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon Base. Borrowers may from time to time borrow, partially or wholly repay their outstanding Revolving Loans, and reborrow, subject to all the most recent Borrowing Base Report delivered by Borrowers to Agentlimitations, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeterms and conditions contained herein. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed If at any time during the term Available Credit is negative, Borrowers, without demand or notice, shall immediately repay that portion of this Agreementthe Revolving Loans necessary to cause the Available Credit to be zero. The Borrowers shall repay the outstanding principal amount balance of the Revolving Loans, together with interest all accrued and unpaid thereon, shall constitute Obligations interest and shall be due and payable related fees on the applicable earlier of the Maturity Date or, if earlier, on or the due date on which they otherwise become due and payable determined pursuant to the terms of this AgreementSection 10.2. (c) Anything The Revolving Loans shall be evidenced by a Note payable to the contrary order of Bank. (d) Agent, through one of the Authorized Representatives, shall request each advance under Section 3.1(a) by giving Bank irrevocable written notice or telephonic notice (confirmed promptly in this Section 2.1 notwithstandingwriting), in the form of Exhibit C attached hereto (each, a "Notice of Borrowing"), which specifies, among other things: (i) the principal amount of the requested advance; and (ii) the proposed date of borrowing, which shall be a Business Day. Each such Notice of Borrowing must be received by Bank not later than 10:00 a.m. (San Francisco time) on the date of borrowing. In addition to advances requested by Agent, advances of Revolving Loans may be made automatically pursuant to certain arrangements made by Agent with Bank. (e) Bank shall have the right (but not in its discretion to determine in Good Faith which Accounts are eligible for the obligation) at any time, in the exercise purpose of its Permitted Discretion, to establish and increase or decrease Reserves and against determining the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility General criteria set forth in the definitions of for Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled may be established and revised from time to time by Bank in Good Faith. Without limiting such discretion as to other Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and following Accounts shall not be duplicative Eligible Accounts: (i) Accounts which do not consist of any other reserve established and currently maintained or eligibility criteria; providedordinary trade accounts receivable owned by Borrower, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve payable in cash in United States dollars (except for amounts payable in a material amount foreign currency if the applicable Borrower has entered into a currency hedge agreement with respect to such foreign currency on terms acceptable to Bank) and arising out of the final sale of Inventory or provision of services in the ordinary course of Borrower's business as presently conducted by it; (ii) Accounts with respect to which the services covered thereby have not been rendered or the goods covered thereby have not been delivered to the account debtor or its designee or with respect to which Borrower failed to issue an original invoice at the agreed-upon purchase price to the account debtor promptly after rendering such services or delivering such goods to the account debtor; (iii) Accounts which are not absolutely and unconditionally payable; (iv) Accounts with respect to which more than 120 days have elapsed since the date of the original invoice applicable thereto; (v) Accounts which are more than 60 days past due; (vi) Accounts with respect to which the account debtor is an affiliate of Borrower or any officer, employee or agent of the account debtor is an officer, employee or agent of or affiliated with Borrower directly or indirectly by virtue of family membership, ownership, control, management or otherwise; (vii) Accounts with respect to be established which the account debtor is the United States of America or increased. Upon establishment any department, agency or increase in Reservesinstrumentality thereof, Agent agrees except for those Accounts as to make itself available which Borrower has assigned its right to discuss the Reserve or increasepayment thereof to Bank, and Borrowers may take the assignment has been acknowledged, pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. ss.3727); (viii) the chief executive office of the account debtor with respect to such action Account is not located in the United States of America, unless (a) the account debtor has delivered to Borrower an irrevocable letter of credit issued or confirmed by a bank satisfactory to Bank, sufficient to cover such Account, in form and substance satisfactory to Bank and, if required by Bank, the original of such letter of credit has been delivered to Bank or Bank's agent and the issuer thereof notified of the assignment of the proceeds of such letter of credit to Bank, (b) such Account is subject to credit insurance payable to Bank issued by an insurer and on terms and in an amount acceptable to Bank, (c) the account debtor resides in a province of Canada which recognizes Bank's perfection and enforcement rights as may be required so that to Accounts by reason of the event, condition, circumstancefiling of a UCC-1 in the state of the applicable Borrower's chief executive office, or fact that (d) such Account is otherwise acceptable in all respects to Bank (subject to such lending formula with respect thereto as Bank may determine); (ix) Accounts for which the prospect of payment or performance by the account debtor is or will be impaired in the Good Faith determination of Bank; (x) Accounts with respect to which Bank does not have a valid and prior, fully perfected lien or which are not free of all liens or other claims of all other Persons (except Permitted Liens); (xi) Accounts with respect to which the account debtor is the basis subject of bankruptcy or a similar insolvency proceeding, or has made an assignment for such reserve the benefit of creditors, or increase no longer existswhose assets have been conveyed to a receiver or trustee, or who has failed or suspended or gone out of business; (xii) Accounts with respect to which the account debtor's obligation to pay the Accounts is conditional upon the account debtor's approval; (xiii) except as otherwise designated by Bank in a manner and notice to Agent, Accounts from an account debtor to the extent reasonably satisfactory that the account debtor's indebtedness to Agent a Borrower (whether evidenced by such Accounts or otherwise) exceeds an amount which is greater than 25% of the face amount (less maximum discounts, credits and allowances which may be taken by or granted to account debtors in connection therewith) of the then outstanding Eligible Accounts owned by such Borrower; (xiv) Accounts owed by a particular account debtor if less than 50% of the aggregate Accounts then owed to Borrower by that account debtor and its affiliates constitute Eligible Accounts; (xv) Accounts of a particular account debtor in excess of a credit limit established as to that account debtor by Borrower or by Bank; (xvi) Accounts which represent a prepayment or progress payment or a partial payment under an installment contract; (xvii) Accounts which are evidenced by a promissory note or other instrument; (xviii) Accounts with respect to which the terms or conditions prohibit or restrict assignment or collection rights; (xix) Accounts with respect to which the account debtor is located in any jurisdiction requiring the timely filing by Borrower of a report or document before such Account is created in order to bring suit or otherwise enforce its remedies against such account debtor in the courts or through any judicial process of such jurisdiction, unless Borrower has filed, or is exempt from filing, such a report; and (xx) Accounts with respect to which the account debtor is also a creditor of Borrower, but only to the extent of the amount owed by Borrower to such account debtor if such amount is less than the amount of all Accounts with respect to such account debtor which otherwise would be Eligible Accounts. Bank shall have the right, but not the duty, to declare particular accounts ineligible. The fact that Bank has not declared a particular account ineligible shall not be deemed to be a determination or representation by Bank as to the creditworthiness or financial condition of any account debtor. Because of banking relationships between account debtors of Borrower and Bank, Bank may have information about the creditworthiness of such account debtors; however, Bank shall have no duty to Borrowers to disclose information it may have about any Borrower's account debtors and Borrowers shall have no right to rely upon any action or inaction of Bank concerning the creditworthiness or financial condition of Borrower's account debtors. BORROWERS HEREBY COVENANT NOT TO ▇▇▇ AND TO HOLD HARMLESS BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FOR AND FROM ANY AND ALL DAMAGES, LIABILITY, OR CLAIMS OF LIABILITY, WHETHER KNOWN OR UNKNOWN, OF WHATSOEVER NATURE ARISING OUT OF OR BASED IN WHOLE OR IN PART UPON BANK'S FAILURE TO DISCLOSE UNFAVORABLE INFORMATION ABOUT AN ACCOUNT DEBTOR OF BORROWER'S TO BORROWERS, OR BANK'S FAILURE TO TREAT AS INELIGIBLE THE ACCOUNT OF AN ACCOUNT DEBTOR OF BORROWER ABOUT WHOM BANK HAS UNFAVORABLE INFORMATION. (f) Bank shall have the right in its discretion to determine in Good Faith which Inventory is eligible for the purpose of determining the Borrowing Base. Without limiting such discretion as to other Inventory, the following Inventory shall in any event not constitute Eligible Inventory: (i) finished goods which are not held by Borrower for sale as Inventory in the ordinary course of Borrower's business as presently conducted by it or which are obsolete, not in good condition, not of merchantable quality or not saleable in the ordinary course of Borrower's business or which are subject to defects which would affect their market value; (ii) work in process; (iii) Inventory which Bank in the Good Faith exercise of its discretion determines to be unacceptable due to age, type, category or quantity; (iv) Inventory with respect to which Bank, does not have a valid and prior, fully perfected Lien and which is not free of all other Liens, other than Permitted DiscretionLiens; (v) Inventory in the possession of a warehouseman or other bailee if Bank has not received a bailee letter acceptable to Bank from such warehouseman or bailee; and (vi) Inventory located on premises leased by Borrower if Bank has not received a landlord's waiver acceptable to Bank with respect to such premises.

Revolving Loans. (ai) Subject to satisfaction of the Revolving Commitment Conditions and the terms and conditions of this Agreement, set forth herein and during in the term of this AgreementAncillary Agreements, each Revolving Lender agrees (severallyLender, severally and not jointly or jointly and severally) to jointly, may make revolving loans (the “Revolving Loans”) to Borrowers the Companies from time to time during the Term which, in the aggregate at any time outstanding, will not exceed such Lender’s Revolving Commitment Percentage of the lesser of (A) (I) the Capital Availability Amount minus (II) the Reserves and (B) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any one time outstanding not from Section 2(a)(i)(B)(I) minus 2(a)(i)(B)(II) shall be referred to exceed as the lesser of: “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to each Lender on the Closing Date a Secured Revolving Note evidencing such Lender’s Revolving Commitment Percentage of the Capital Availability Amount. The Companies hereby each acknowledge and agree that each Lender’s obligation to purchase a Secured Revolving Note from the Companies on the Closing Date shall be contingent upon the satisfaction (ior waiver by the Agent) of the items and matters set forth in the closing checklist provided by the Agent to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to the Lenders that at the time of each such ▇▇▇▇▇▇proposed borrowing and also after giving effect thereto (x) there shall exist no Event of Default, (y) all representations, warranties and covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete (other than any representation, warranty or covenant made as of a specific date, in which case such representation, warranty or covenant shall have been true, correct and complete as of such date) and (z) all of each Company’s Revolver Commitment, orand its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) such ▇▇▇▇▇▇’s Pro Rata Share Notwithstanding the limitations set forth above, if requested by any Company, the Agent may determine in its sole discretion to permit Revolving Loans in excess of the Formula Amount (the aggregate of Revolving Loans in excess of the Formula Amount at any time, an amount equal “Overadvance”) to be made and/or to remain outstanding; provided that any Overadvance made on or after the lesser of: Specified Assignment Date shall constitute a Permitted Overadvance. For purposes hereof, “Permitted Overadvance” means an Overadvance that, as determined by the Agent in its discretion, acting reasonably, (A) is made solely to maintain, protect or preserve the amount equal Collateral and/or the Lenders’ rights under this Agreement and the Ancillary Agreements and is necessary in order to avoid a material adverse effect on the Collateral and/or the Lenders’ rights under this Agreement and the Ancillary Agreements; (1B) does not exceed fifty percent (50%) of the Maximum Revolver AmountFormula Amount at any time; and (C) remains outstanding for not more than forty-five (45) consecutive Business Days, less unless in case of this clause (2C), the Agent otherwise agrees. In connection with each such request by one or more Companies (each, an “Overadvance Request”), the Companies shall be deemed to have certified, as of the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (x) the sum no Event of Default shall exist and be continuing as of such date; (y) all representations, warranties and covenants made by the Letter Companies in connection with the Security Agreement and the Ancillary Agreements shall be true, correct and complete as of Credit Usage at such time, plus date; and (z) the principal amount Companies and their respective Subsidiaries shall have taken all action necessary to grant the Agent “control” over all of Swing Loans outstanding at such time, and the Companies’ and their respective Subsidiaries’ Deposit Accounts (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)“Control Accounts”), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant with any agreements establishing “control” to this Section 2.1 may be repaid and, subject in form and substance satisfactory to the terms and conditions of this Agreement, reborrowed at any time during the term of this AgreementAgent. The outstanding principal amount Companies hereby agree to provide a certificate confirming the satisfaction of the Revolving Loans, together Overadvance Conditions concurrently with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementOveradvance Request for same. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of this Agreement, and during the term of contained in this Agreement, each Revolving Lender severally agrees (severally, not jointly or jointly and severally) to make revolving loans (each a “Revolving LoansLoan”) to Borrowers Borrower from time to time until the Maturity Date in an aggregate amount at any one time outstanding not to exceed the lesser of: (i) at any time outstanding such ▇▇▇▇▇▇Lender’s Revolver Revolving Loan Commitment; provided, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal however, that at no time shall any Lender be obligated to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as make a Revolving Loan in excess of such date (based upon Lender’s Applicable Percentage of the most recent Borrowing Base Report delivered Available Credit. Each advance of a Revolving Loan that is not made for the purpose of paying Obligations shall be deposited into Borrower’s account no. 4159601087 with Administrative Agent. With respect to Revolving Loans, Borrower may from time to time borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all the limitations, terms and conditions contained herein. The Revolving Loans shall be evidenced by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeNote. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed If at any time during the term Available Credit is negative, Borrower, without demand or notice, shall immediately repay that portion of this Agreementthe Revolving Loans necessary to cause the Available Credit to be zero. The Borrower shall repay the outstanding principal amount balance of the Revolving Loans, together with interest all accrued and unpaid thereon, shall constitute Obligations interest and shall be due and payable on the applicable Maturity Date or, if earlierrelated fees, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementMaturity Date. (c) Anything Borrower, through an Authorized Representative, shall request each advance of a Revolving Loan by giving Administrative Agent irrevocable (i) written notice, (ii) notice by email or such other form of electronic transmission as is acceptable to Administrative Agent or (iii) telephonic notice (confirmed promptly by fax or email), containing the information in the form of Exhibit B attached hereto (each, a “Notice of Borrowing”), which specifies, among other things: (i) the aggregate principal amount of the requested advances (which amount must be a minimum of $500,000 and in integral multiples of $100,000 if a LIBOR Loan); (ii) the proposed date of borrowing, which shall be a Business Day; (iii) whether such advance is to be a Base Rate Loan or a LIBOR Loan; and (iv) if such advance is to be a LIBOR Loan, the length of the Interest Period applicable thereto. Each such Notice of Borrowing must be received by Administrative Agent not later than noon (Portland time) (x) on the date of borrowing if a Base Rate Loan or (y) at least two Business Days prior to the contrary in this Section 2.1 notwithstanding, date of borrowing if a LIBOR Loan. Administrative Agent shall have promptly notify each Lender of the right contents of each Notice of Borrowing and of the amount of the advance to be made by such Lender no later than 2:00 PM (but not Portland time) on the obligation) at any timeBusiness Day of receipt. At Administrative Agent’s election, in lieu of delivering a written Notice of Borrowing, any Authorized Representative may give Administrative Agent telephonic notice of a request for an advance by the exercise required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of its Permitted Discretionthe making of such telephonic notice, but the failure to establish and increase provide such written confirmation shall not affect the validity of the request (d) From time to time before noon (Portland time) on any Business Day Borrower may make a voluntary prepayment, in whole or decrease Reserves and against in part, of the Borrowing Base. The outstanding principal amount of any Reserve established by AgentRevolving Loans; provided that if the Revolving Loans being prepaid are LIBOR Loans, (i) Borrower gives Administrative Agent notice of such prepayment before 2:00 PM (Portland time) on the second Business Day before the date of prepayment (which notice shall be irrevocable), (ii) each voluntary partial prepayment must be a minimum of $500,000 and in integral multiples of $100,000; and (iii) any changes prepayment shall be subject to the eligibility criteria set forth in the definitions provisions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionSection 3.5.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans in Dollars (“Revolving Loans”) to the Borrowers in an amount at any one time outstanding not to exceed exceed, at such time, the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, orand (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c2.1(d)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts [Reserved]. (c) ▇▇▇▇▇▇▇ borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (cd) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least three Business Days prior to the date on which any such Reserve is to be established or increased or any change is made to the eligibility criteria set forth in the definitions of Eligible Billed Accounts, Eligible Unbilled Accounts, Eligible Progress Billings, and Eligible Inventory; provided further, that (i) no such prior notice shall be required for changes to any Reserves or Availability resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; (ii) no such prior notice shall be required during the continuance of any Event of Default; (iii) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent’s Liens on the Collateral; and (iv) no Loans shall be made or Letters of Credit issued during such three Business Day period unless no Overadvance is then in existence (after giving effect to the establishment of such Reserve or the change to such eligibility criteria). The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise InventoryBilled Accounts, Eligible Unbilled Accounts, Eligible CashProgress Billings and Eligible Inventory, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve Reserve or change in eligibility and shall not be duplicative of any other reserve Reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of at such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), time less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves Receivable Reserves, Inventory Reserves, Bank Product Reserves, and against the Borrowing Baseother Reserves. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedreserve. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to maintain, establish, or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers, and (d) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in its sole discretion, to establish a Port Reserve in an amount equal to the value (calculated at the lower of cost or market on a first in, first out basis; provided, however, that with respect to (x) ethanol, (y) Ethanol Byproduct, and (z) corn purchased by Borrowers to be used to prepare first quality finished goods held for sale in the ordinary course of Borrowers’ business, market shall be based on the price of corn, ethanol or Ethanol Byproduct, as applicable, as listed by the Chicago Board of Trade at the close of business on the date prior to the date of delivery of each Borrowing Base Certificate pursuant to Schedule 5.2, adjusted by the local basis) of the Inventory located at the Indiana Port Leased Premises, to be adjusted on a weekly basis; provided, however, that upon Agent’s receipt of either (i) (A) Port of Indiana Lien Release, (B) Port of Indiana Estoppel Letter, (C) Port of Indiana Access Agreement, (D) an amendment to the financing statement filed by the Indiana Port Lessor in the office of the Secretary of State of Indiana, amending the collateral description contained therein to remove the term “inventory” therefrom, and (E) an amendment to the financing statement filed by the Indiana Port Lessor in the appropriate office of ▇▇▇▇▇ County, Indiana, amending the collateral description contained therein to remove the term “inventory” therefrom, , in each case, in form and substance satisfactory to Agent, in Agent’s sole discretion, the amount of the Port Reserve shall be reduced to $0 (the date of such reduction, the “Port Lien Release Date”); or (ii) (A) Port of Indiana Subordination Agreement, (B) Amendment to Indiana Port Lease Agreement, (C) Port of Indiana Estoppel Letter, and (D) Port of Indiana Access Agreement, in each case, in form and substance satisfactory to Agent, in Agent’s sole discretion, the amount of the Port Reserve shall be reduced to $0.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage Usage) at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise InventoryAccounts, Eligible Unbilled Accounts, Accounts and Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstanceTerm Loan Borrowing Base, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteriaMaximum Revolver Amount; provided, that Agent shall endeavor to notify Administrative Borrower Borrowers at or before the time any such Reserve in a material amount is to be established or increased. Upon , but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.61 125672876_9 151541717_6

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such L▇▇▇▇▇▇’s 's Revolver Commitment, or (ii) such L▇▇▇▇▇▇’s 's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least 2 Business Days prior to the date on which any such reserve is to be established or increased (during which period Agent shall be available to discuss any such proposed Reserve with Administrative Borrower); provided further, that (A) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve as set forth in such notice; (B) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; and (C) no such prior notice shall be required during the continuance of any Event of Default and (D) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent's Liens on the Collateral. The amount of any Reserve (including the Dilution Reserve) established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, and Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement, except that any principal amount of a Real Property Sublimit Loan that is repaid or prepaid may not be reborrowed. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and, subject to the terms and conditions of this Agreement, shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. The principal of each Real Property Sublimit Loan shall be repaid in equal monthly installments, each in an amount equal to 1/150th (0.666666667%) of the original principal amount of such Real Property Sublimit Loan, on the first day of each month, beginning on the first day of the month following the month in which such Real Property Sublimit Loan was made. Each such repayment of the Real Property Sublimit Loans pursuant to this Agreement shall permanently reduce the Maximum Real Property Sublimit Amount by an amount equal to the amount of such repayment, until the Maximum Real Property Sublimit Amount is reduced to zero, but no such repayment shall reduce the Maximum Revolver Amount. (c) Anything to the contrary in this Section 2.1 notwithstanding, but subject to the other terms of this Section 2.1(c), Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Real Property Reserves, and other Reserves and against the Borrowing Base, any Borrowing Base (Individual), the Maximum Other Tank Sublimit Amount, the Maximum Real Property Sublimit Amount, and/or the Maximum Revolver Amount; provided, that except at the instruction of the Required Lenders, Agent (A) shall establish Bank Product Reserves in respect of all Bank Products then provided or outstanding other than Cash Management Services (based upon the Bank Product Providers’ determination of the liabilities and obligations of each Borrower and its Subsidiaries in respect of the applicable Bank Product Obligations), and (B) shall have the obligation to impose such Bank Product Reserves, if any, against the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Real Property Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; providedmaintained. (d) Anything to the contrary in this Section 2.1 notwithstanding (including, that Agent shall endeavor without limitation, in Section 2.1(a)(ii)(B)), after the occurrence and during the continuance of a Partition Event, the maximum amount of Revolving Loans to notify Administrative each Borrower at or before the any time any such Reserve in a material shall not exceed an amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and equal to the extent reasonably satisfactory result of (i) the Borrowing Base (Individual) of such Borrower at such time (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent in Agent), less (ii) the exercise sum of its Permitted Discretion(A) the Letter of Credit Usage of such Borrower at such time, plus (B) the principal amount of Swing Loans attributable to such Borrower outstanding at such time.

Revolving Loans. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties of this AgreementBorrower herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) hereby extends to Borrowers in an amount at any one time outstanding not to exceed a line of credit facility (the lesser of: (i"Line of Credit") such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject which Lender will make loans to the terms and conditions of this Agreement, reborrowed at any Borrowers on a revolving basis upon Borrowers’ request from time to time during the term of this Agreement (the "Revolving Loans") in an amount not exceeding, in the aggregate, the lesser of: (i) the then Revolving Commitment or (ii) the Borrowing Base. Lender may create and maintain Borrowing Base Reserves against the Borrowing Base at any time and from time to time. Borrowers may borrow, repay, in whole or in part, and reborrow under the Line of Credit; provided that if Revolving Loan Availability shall at any time be less than zero dollars (such condition being an "Overadvance"), Borrowers shall within three Business Days, without demand or notice, or within one Business Day if demand or notice have been given, reduce the then outstanding balance of the Revolving Loans so that such Overadvance shall no longer exist. (b) The proceeds of the Line of Credit shall be used for general working capital and corporate purposes not in violation of the terms of this Agreement or any of the other Loan Documents. (c) Upon the effectiveness of this Agreement. The , all Revolving Loans (as defined in the Prior Credit Agreement) outstanding under the Prior Credit Agreement shall be deemed Revolving Loans disbursed by Lender to Borrowers outstanding under, and governed by, this Agreement. (d) Borrowers shall execute and deliver to Lender a Revolving Note in the form of Exhibit 2.1 (the "Revolving Note"), dated as of the date of this Agreement, in the principal amount of the Revolving LoansCommitment, together with and bearing interest accrued at such rates, and unpaid thereonpayable upon such terms, as specified in the Revolving Note. The Revolving Note shall constitute Obligations be given in replacement of, but not in extinguishment of the indebtedness evidenced by, the Revolving Note (as defined in the Prior Credit Agreement, hereinafter the "Prior Revolving Note" ), and the Revolving Note shall not be a novation of the Prior Revolving Note. All interest evidenced by the Prior Revolving Note shall continue to be due and payable on until paid. The provisions of the applicable Maturity Date or, if earlier, on Revolving Note shall be effective upon the date on which they otherwise become due and payable pursuant to the terms effectiveness of this Agreement. (ce) Anything The entire unpaid balance of the Line of Credit and the Letter of Credit Obligations, plus all accrued and unpaid interest, any other charges, advances and fees, if any, outstanding with respect to the contrary then Revolving Credit Exposure shall be due and payable in this Section 2.1 notwithstanding, Agent shall have full on the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionTermination Date.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, 3QD Earnout Reserves and other Reserves against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve, 3QD Earnout Reserves or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve or exclusion based on eligibility criteria established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (ai) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to Laurus may make revolving loans (“the “ Revolving Loans”) to Borrowers Companies from time to time during the Term which, in an amount the aggregate at any one time outstanding outstanding, will not to exceed the lesser of: of (ix) (I) the Capital Availability Amount minus (II) such ▇▇▇▇▇▇’s Revolver Commitmentreserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time based upon significant business developments arising in respect of the Company and/or any of its Account Debtors (the “Reserves”); it being understood and agreed that Laurus shall endeavor to provide to the Company timely notice of such Reserves and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Companies shall, orjointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note evidencing the Loans funded on the Closing Date, which Revolving Note has been amended and restated as of the date hereof. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such ▇▇▇▇▇▇’s Pro Rata Share Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amountsuch unpaid interest, less (2) the sum of (y) the Letter of Credit Usage at such timefees, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timecosts or charges. (bv) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed If any Company at any time during fails to perform or observe any of the term covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of this Agreementsuch Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The outstanding principal amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Laurus in connection with or as a result of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and performance or observance of such agreements or the taking of such action by Laurus shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant charged to the terms of this Agreement. (c) Anything Companies’ account as a Revolving Loan and added to the contrary Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in this Section 2.1 notwithstanding, Agent shall have fact (which appointment is coupled with an interest) with the right (but not the obligationduty) at any timefrom time to time to create, prepare, complete, execute, deliver, endorse or file in the exercise name and on behalf of its Permitted Discretionsuch Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to establish be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and increase other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or decrease Reserves items to which objection is made. (vii) During the Term, the Companies may borrow and against prepay Loans in accordance with the Borrowing Base. The terms and conditions hereof. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a “Delinquent Account”), the Companies shall jointly and severally (i) reimburse Laurus for the amount of any Reserve established by Agent, and any changes the Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the eligibility criteria set forth in the definitions gross face amount of such Eligible Accounts Receivable, Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionAccount.

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreementset forth herein (including, and during without limitation, the term of this Agreementconditions set forth in Section 6), each ABL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Lender agrees Loan Maturity Date, (severally, not jointly x) a revolving loan or jointly and severally) to make revolving loans to the U.S. ABL Borrowers (on a joint and several basis) (each, a “U.S. ABL Borrowers Revolving Loan” and, collectively, the “U.S. ABL Borrowers Revolving Loans”) and (y) a revolving loan or revolving loans to the European Borrower (each, a “European Borrower Revolving Loan” and, collectively, the “European Borrower Revolving Loans” and, together with the U.S. ABL Borrowers Revolving Loans, each a “Revolving Loan” and, collectively, the “Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of), which Revolving Loans: (i) such ▇▇▇▇▇▇’s Revolver Commitmentshall, orbe made and maintained in the respective Available Currency elected by the U.S. ABL Borrowers or the European Borrower, as the case may be; (ii) such ▇▇▇▇▇▇’s Pro Rata Share except as hereafter provided, shall, at the option of an amount equal to the lesser of: U.S. ABL Borrowers or the European Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or Eurodollar Loans (if the Available Currency elected is U.S. Dollars) or Euro Denominated Revolving Loans, (if the Available Currency elected is Euros), provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans made as part of the amount equal to same Borrowing shall at all times consist of Revolving Loans of the same Type, and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (1) Borrowings of Revolving Loans to be maintained as Eurodollar Loans shall be restricted to one month Interest Periods (or such shorter periods as may be required by the Maximum Revolver Amount, less Administrative Agent) at all times with the first such Interest Period for such Eurodollar Loans to begin not sooner than 7 Business Days after the Initial Borrowing Date and with any subsequent Interest Periods applicable to Eurodollar Loans of such Tranche to begin on the last day of the prior Interest Period theretofore in effect for Eurodollar Loans of such Tranche and (2) all Borrowings of Euro Denominated Revolving Loans shall have Interest Periods of one month (or such shorter periods as may be required by the sum Administrative Agent); (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any ABL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Individual RL Facility Exposure of such ABL Lender to exceed the amount of its Revolving Loan Commitment at such time, or (y) the Letter of Credit Usage Aggregate RL Facility Exposure to exceed the Total Revolving Loan Commitment at such time, plus (z) the principal amount of Swing Loans outstanding at such time, ; and (Bv) subject to Section 16, which are denominated in Euros and are required to be made by a Participating Specified Foreign Currency Lender, shall be made by the amount equal Fronting Lender; provided that the European Borrower shall have no liability under this Agreement with respect to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by any U.S. ABL Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Revolving Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 which may be repaid andextended to, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, which shall constitute Obligations and shall be due and payable on obligations of, the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementU.S. ABL Borrowers. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Lender's Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Lender's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Revolver Swing Loans outstanding at such time, and (B) the amount equal to (1) the Revolver Borrowing Base as of such date (based upon the most recent Revolver Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Revolver Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Cash Settlement Reserves, and other Reserves and against the Revolver Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Cash Settlement Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount (which shall be reduced thereby). The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible CashWhole Aircraft Collateral, Eligible Renewable Identification Numbers Whole Engine Collateral or Eligible Petroleum Asphalt Inventory Parts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that . Agent shall endeavor notify Borrowers at least five Business Days prior to notify Administrative Borrower at or before the time date on which any such Reserve in a material amount reserve is to be established or increased. Upon establishment increased or increase in Reserves, any eligibility criterion is to be changed (during which period Agent agrees to make itself shall be available to discuss the any such proposed Reserve or increase, or eligibility criterion change, with Borrowers and Borrowers may take such action as may be required so that the event, condition, circumstance, condition or fact matter that is the basis for such reserve Reserve or increase increase, or eligibility criterion change, no longer exists, in a manner and to the extent reasonably satisfactory to Agent Agent); provided further, that (i) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve, or change to eligibility criterion, as set forth in such notice, (ii) no such prior notice shall be required for changes to any Reserves or eligibility criteria resulting solely by virtue of mathematical calculations of the exercise amount of its Permitted Discretionthe Reserve or eligibility criterion in accordance with the methodology of calculation set forth in this Agreement or previously utilized, (iii) no such prior notice shall be required during the continuance of any Event of Default and (iv) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent’s Liens on the Collateral.

Revolving Loans. (a1) Subject to Provided that an Unmatured Event of Default or Event of Default does not then exist or would not be created by such Revolving Loan advance, and all of the terms and conditions precedent in Section 10 of this AgreementLoan Agreement have been satisfied, from the date hereof through and during including the term of this AgreementRevolving Loan Termination Date, each Revolving Lender agrees (severallyshall loan to Borrower on a revolving credit basis, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: of (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1a) the Maximum Revolver Amount, Revolving Loan less (2) the sum of (y) the outstanding Letter of Credit Usage at such Obligations from time to time, plus or (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1b) the Borrowing Base as less the outstanding Letter of such date (based upon the most recent Borrowing Base Report delivered Credit Obligations from time to time. The Revolving Loan shall be evidenced by Borrowers to Agent, as adjusted for Reserves established by Agent and repaid in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued Note and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Loan Agreement. (c) Anything . Notwithstanding anything contained in this Loan Agreement or the Other Agreements to the contrary contrary, Lender may, in this Section 2.1 notwithstandingits sole reasonable discretion, Agent shall have change, at any time and from to time, the right (method of calculating the Borrowing Base, including, but not the obligation) at any timelimited to, in the exercise of its Permitted Discretion, to establish reducing advance rates against Eligible Accounts and increase deducting additional or decrease Reserves and against other reserves from the Borrowing Base. The amount of Without in any Reserve established by Agent, and any changes to the eligibility criteria way limiting Lender’s sole reasonable discretion as set forth above, Lender may from time to time modify the advance rate against Eligible Accounts based upon the Borrower’s Accounts Dilution percent. (2) A request for a Revolving Loan shall be made, or shall be deemed made, in the definitions following manner: (a) Borrower may give Lender notice of Eligible Accounts Receivableits intention to borrow in accordance with the provisions of this Section 2.1(A), Eligible Investment Grade Receivablesor (b) if any amount required to be paid under this Loan Agreement or the Other Agreements becomes due, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory such occurrence shall have be deemed irrevocably to be a reasonable relationship request for a Revolving Loan on the due date in the amount then due and such Revolving Loan advance will be deemed an advance to the event, conditionBorrower. (3) Each request for a Revolving Loan, other circumstancethan LIBOR Loans (the borrowing of which shall be governed by Section 2.4) shall be made by notice, or fact that is given not later than 11:00 A.M. (Chicago time) on the basis for Business Day of the proposed Revolving Loan, from Borrower to Lender. If requested by Lender, such reserve or change notice shall be accompanied by a Borrowing Base Certificate in eligibility form and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably substance satisfactory to Agent in the exercise of its Permitted DiscretionLender.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of contained in this Agreement, Bank agrees to make loans (each a "Loan," and during the term of this Agreementcollectively, each Revolving Lender agrees (severally, not jointly or jointly and severally"Loans") to make revolving loans (“Revolving Loans”) Borrower from time to Borrowers time until the Maturity Date in an aggregate amount at any one time outstanding not to exceed at any time outstanding (i) $50,000,000 during the lesser ofperiod of August 15 through November 14 of the calendar year, and (ii) $5,000,000 at all other times from the date of this Agreement through the Maturity Date. Borrower may, from time to time, borrow, partially or wholly repay the outstanding Loans, and reborrow, subject to all the limitations, terms and conditions contained herein. (b) If at any time the Available Credit is negative, Borrower, without demand or notice, shall immediately repay that portion of the Loans necessary to cause the Available Credit to be no less than zero. Borrower shall repay the outstanding principal balance of the Loans, together with all accrued and unpaid interest and related fees, on the earlier of the Maturity Date or the due date determined pursuant to Section 7.2. (c) The Loans shall be evidenced by a Note payable to the order of Bank. (d) Borrower, through one of the Authorized Representatives, shall request each advance under Section 2.1(a) by giving Bank irrevocable written notice or telephonic notice (confirmed promptly in writing), in the form of Exhibit B attached hereto (each, a "Notice of Borrowing"), which specifies, among other things: (i) such ▇▇▇▇▇▇’s Revolver Commitment, orthe principal amount of the requested advance; (ii) such ▇▇▇▇▇▇’s Pro Rata Share the proposed date of an amount equal to the lesser of:borrowing, which shall be a Business Day; (Aiii) the amount equal whether such advance is to (1) the Maximum Revolver Amountbe a Base Rate Loan, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, a LIBOR Loan or a CD Loan; and (Biv) if such advance is to be a LIBOR Loan or CD Loan, the amount equal length of the Fixed Rate Term applicable thereto. Each such Notice of Borrowing must be received by Bank not later than (i) 10:00 a.m. (San Francisco time) on the date of borrowing if a Base Rate Loan, or (ii) at least 3 Business Days prior to (1) the Borrowing date of borrowing if a LIBOR Loan or a CD Loan. In addition to advances requested by Borrower, advances of Loans may be made automatically pursuant to certain cash management arrangements made by Borrower with Bank and each such advance shall be a Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeRate Loan. (be) Amounts borrowed pursuant Borrower shall pay to this Section 2.1 may be repaid andBank a fee equal to 0.075% per annum (computed on the basis of a 360-day year, subject to actual days elapsed) on the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreementaverage daily Available Credit ("Unused Commitment Fee"). The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, Unused Commitment Fee shall constitute Obligations be calculated on a quarterly basis by Bank and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreementby Borrower in arrears within 15 days after each billing is sent by Bank. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make make, from time to time, revolving loans to Borrowers in US Dollars (each, a “Revolving Loan” and collectively, “Revolving Loans”); provided, that: (A) for the avoidance of doubt, any Revolving Loans shall be denominated in US Dollars, (B) Revolving Loans shall not be made, and shall not be required to Borrowers be made, by any Lender in an amount at any one time outstanding not the event that, after giving effect to such Revolving Loans, the Revolver Usage would exceed the lesser of: Line Cap, and (iC) Revolving Loans shall not be made, and shall not be required to be made, by any Lender in the event that after giving effect to such Revolving Loans, the Pro Rata Share of such Lender in the Revolver Usage would exceed such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Collateral Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Collateral Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedmaintained. Upon establishment or increase in Reservesreserves, Collateral Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Collateral Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Administrative Agent to establish or change such Receivable Reserve, Bank Product Reserve or other Reserves, unless Collateral Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Bank Product Reserve or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of this Agreement, and during the term of contained in this Agreement, each Revolving Lender severally agrees (severally, not jointly or jointly and severally) to make revolving loans (“each a "Revolving Loans”Loan") to Borrowers from time to time until the Revolver Maturity Date in an aggregate amount at any one time outstanding not to exceed at any time outstanding such Lender's Revolving Loan Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender's Ratable Portion of the lesser of: (i) such ▇▇▇▇▇▇’s Revolver CommitmentAvailable Credit. Borrowers may from time to time borrow, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share partially or wholly repay its outstanding borrowings, and reborrow, subject to all the limitations, terms 18 26 and conditions contained herein. The Revolving Loans of an amount equal each Lender shall be evidenced by a Note payable to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as order of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeLender. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed If at any time during the term Available Credit is negative, Borrowers, without demand or notice, shall immediately repay that portion of this Agreementthe Revolving Loans necessary to cause the Available Credit to be zero. The Borrowers shall repay the outstanding principal amount balance of the Revolving Loans, together with interest all accrued and unpaid thereon, shall constitute Obligations interest and shall be due and payable related fees on the applicable Revolver Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementDate. (c) Anything to the contrary Borrowers' Agent, through an Authorized Representative, shall request each advance of a Revolving Loan by giving Administrative Lender irrevocable notice or telephonic notice (confirmed promptly in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any timewriting), in the exercise form of its Permitted DiscretionExhibit C attached hereto (each, a "Notice of Borrowing"), which specifies, among other things: (i) the aggregate principal amount of the requested advances (which aggregate amount must be a minimum of $500,000 and in integral multiples of $100,000 if the advances are to establish be Base Rate Loans and increase a minimum of $1,000,000 and in integral multiples of $500,000 if the advances are to be LIBOR Loans); (ii) the proposed date of borrowing, which shall be a Business Day; and (iii) whether such advance is to be a Base Rate Loan or decrease Reserves a LIBOR Loan. Each such Notice of Borrowing must be received by Administrative Lender not later than (x) 9:00 A.M. (Portland time) at least one Business Day prior to the date of borrowing if a Base Rate Loan or (y) at least three Business Days prior to the date of borrowing if a LIBOR Loan. Administrative Lender shall promptly notify each Lender of the contents of each Notice of Borrowing and against of the Borrowing Base. The amount of the advance to be made by such Lender no later than 1:00 P.M. (Portland time) on the Business Day of receipt for Base Rate Loans and 1:00 P.M. (Portland time) the Business Day after receipt with respect to LIBOR Loans. (d) From time to time on any Business Day, Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteriaRevolving Loans; provided, however, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve (i) each voluntary partial prepayment of Base Rate Loans must be in a material minimum of $500,000 and in integral multiples of $100,000, or, if less, the entire principal amount is of the Base Rate Loans and (ii) each voluntary partial prepayment of LIBOR Loans must be in a minimum of $1,000,000 and in integral multiples of $500,000, or, if less, the entire principal amount of a Tranche; provided, further, that any prepayment of a LIBOR Loan shall be subject to be established or increased. Upon establishment or increase in Reservesthe provisions of Section 3.11. (e) From time to time on any Business Day, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take permanently reduce the aggregate Revolving Loan Commitments by giving at least five Business Days prior notice to Administrative Lender of the amount of such action as may aggregate reduction; provided that any partial aggregate reduction shall be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner minimum amount of $5,000,000 and to in an integral 19 27 multiple of $1,000,000. Each such reduction shall reduce ratably the extent reasonably satisfactory to Agent in respective Revolving Loan Commitments of the exercise of its Permitted DiscretionLenders.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent), as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to promptly notify Borrowers and make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, Commitment at such time; or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountAmount at such time, less (2) the sum of (yaa) the Letter of Credit Usage at such time, plus time and (zbb) the principal amount of Swing Loans outstanding at such time, ; and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, but as adjusted for Reserves reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), upon not less than ten (10) at days’ prior notice to ▇▇▇▇▇▇▇ (but no notice shall be required as long as any timeDefault or Event of Default has occurred and is continuing), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Real Property Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserves in its Permitted Discretion, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of:: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an any amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount at such time less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of at such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), time less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves Receivable Reserves, Inventory Reserves, Bank Product Reserves, and against the Borrowing Baseother Reserves. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedreserve. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to maintain, establish, or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers. (d) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in its sole discretion, to establish (i) a Port Inventory Reserve; provided, that upon Agent’s receipt of the Port Inventory Documentation, in form and substance reasonably satisfactory to Agent, in Agent’s sole discretion, the amount of the Port Inventory Reserve shall be reduced to $0 (the date of such reduction, the “Port Lien Subordination Date”), and (ii) a Port A/R Reserve; provided, that upon Agent’s receipt of the Port A/R Documentation, in form and substance reasonably satisfactory to Agent, in Agent’s sole discretion, the amount of the Port A/R Reserve shall be reduced to $0 (the date of such reduction, the “Port Lien Release Date”).

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, andor (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify the Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify the Administrative Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be ineffective. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, and Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt R-22 Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of set forth in this Agreement, on or after the Closing Date and during to, but excluding, May 24, 2005 (the term of this Agreement“Revolving Loan Termination Date”), each Revolving Lender agrees (Purchasers shall, severally, not jointly or jointly on a pro rata basis based on the percentages specified to Agent, make loans and severally) advances to make the Loan Parties on a revolving loans credit basis (collectively, the “Revolving Loans”) to Borrowers in an aggregate amount outstanding at any one time outstanding not equal to exceed the lesser of (x) the Revolving Loan Commitment Amount or (y) an amount equal to the sum of: (i) such ▇▇▇▇▇▇’s Revolver Commitment85% of Eligible Receivables (“Receivables Advance Rate”), orplus (ii) such ▇▇▇▇▇▇’s Pro Rata Share 50% of an amount equal to the lesser of: (A) value of the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established Eligible Inventory determined by Agent in accordance its sole discretion (the “Inventory Advance Rate,” together with Section 2.1(c)the Receivables Advance Rate, the “Advance Rates”), less minus (2iii) such reserves as Agent may reasonably deem proper and necessary in its sole discretion from time to time. From and after the sum Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (xthe “Revolving Notes”) in the Letter of Credit Usage form attached hereto as Exhibit A-4 to be delivered by the Loan parties at such time, plus (y) the principal Closing. The date and amount of Swing Loans outstanding at each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such timerecordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans. (b) Amounts borrowed pursuant Purchasers shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.3(a) hereof, this Section 2.1 may 2.3(b) and Section 4.2 hereof have been satisfied. Before a Revolving Loan is made, the Loan Parties shall have (i) provided Agent an irrevocable written Request for Borrowing in the form of Exhibit H (a “Request for Borrowing”) by facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than three (3) Business Days before the day on which the Revolving Loan is to be repaid andmade, subject (ii) provided a borrowing base certificate in form and substance satisfactory to the terms Agent (a “Borrowing Base Certificate”) demonstrating that, after giving effect to the Revolving Loans requested in the accompanying Request for Borrowing, the outstanding Revolving Loans do not exceed the amounts specified in Section 2.3(a)(x) or (y) and conditions (iii) contacted Agent and received from Agent either oral or written confirmation of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount Agent’s receipt of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on Request for Borrowing not later than 1:00 pm New York time three (3) Business Days before the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount Revolving Loan is to be established made. No Revolving Loan shall be made if it would cause the aggregate amount of Revolving Loans to exceed the Revolving Loan Commitment Amount or increasedthe amount determined pursuant to Section 2.3(a)(y). Upon establishment Agent and Purchasers shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Request for Borrowing or increase in Reserves, other writing on behalf of the Loan Parties and neither Agent agrees nor any Purchaser shall have any duty to make itself available to discuss verify the Reserve identity of or increase, and Borrowers may take such action signature of any Person identifying himself as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionan Executive Officer.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage (other than Pledged Cash L/C Usage) at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage (other than Pledged Cash L/C Usage) at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise InventoryAccounts, Eligible Unbilled Accounts, Accounts and Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Domestic In-Transit Inventory, Eligible International In-Transit Crude Oil, Inventory and Eligible InRe-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Load Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon notice of establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. Subject to any notice period described in the definition of Reserves (if applicable), in no event shall such notice and opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such ▇▇▇▇▇▇’s Revolver Commitment, or or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Blenders Tax Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Accounts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.manner

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇L▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇L▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, andor (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify the Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify the Administrative Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be ineffective. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, and Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt R-22 Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise InventoryBilled Accounts, Eligible Unbilled AccountsAccounts and Eligible Inventory, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon the establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, Commitment at such time; or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountAmount at such time, less (2) the sum of (yx) the Letter of Credit Usage at such time, plus time and (zy) the principal amount of Swing Loans outstanding at such time, ; and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, but as adjusted for Reserves reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus time and (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), upon not less than ten (10) at days’ prior notice to Borrowers (but no notice shall be required as long as any timeDefault or Event of Default has occurred and is continuing), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Real Property Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserves in its Permitted Discretion, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Real Property 5 Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andThe Lenders agrees, subject to the terms and conditions of this AgreementFinancing Agreement from time to time from the First Closing Date to October 31, reborrowed 2000, and within x) the Availability and y) the Revolving Line of Credit to make loans and advances to the Borrower on a revolving basis (i.e., subject to the limitations set forth herein, the Borrower may borrow, repay and re-borrow Revolving Loans). The Borrower hereby agrees to execute and deliver to each Lender a Revolving Loans Promissory Note, in the form of Exhibit A4 hereto, to evidence the Revolving Loans to be extended by such Lender. Such loans and advances shall be in amounts up to the lesser of (a) $30,000,000 less the aggregate face amount of all outstanding Letter of Credit Guaranties or (b) the sum of the following less the aggregate face amount of all outstanding Letter of Credit Guaranties (i) eighty-five percent (85%) of the outstanding Eligible Accounts Receivable of the Borrower, plus (ii) fifty percent (50%) of the aggregate value of Eligible Inventory of the Borrower; provided, however, that the amount calculated pursuant to clause (ii) shall not exceed $20,000,000 at any time. (B) All requests for loans and advances must be made pursuant to a Notice of Revolving Borrowing delivered by the Borrower and received by an officer of Lenders Agent no later than 1:00 p.m., New York time, of the day on which such loans and advances are required; provided, however, any Lender shall have the right to request and receive from the Borrower a Weekly Availability Report at any time, including, without limitation, upon receipt from the Borrower of a Notice of Revolving Borrowing. The Notice of Revolving Borrowing shall specify: (1) the proposed date of funding (which shall be a business day); (2) the amount of Revolving Loans requested; (3) the interest rate to be applied, and if the Borrower shall have elected the LIBOR Rate for all or any portion of such Revolving Loan (such Revolving Loan or portion to be in a minimum amount of $1,000,000), the LIBOR Rate Periods; (4) whether or not a Default has occurred and is continuing; and (5) that no Event of Default has occurred and is continuing. In lieu of delivering the above described Notice of Revolving Borrowing, the Borrower may give Lenders Agent telephonic notice by the required time during of the term proposed borrowing; provided, however, that such notice shall be promptly, and in any event within one business day, confirmed in writing by delivery of a Notice of Borrowing to Lenders Agent; and provided, further, however, that at such time any Lender may request and receive from the Borrower a Weekly Availability Report. At any time any Lender requests a Weekly Availability Report from Borrower, no Lender shall be required to make any loan or advance hereunder until after receipt by all Lenders of such Weekly Availability Report. Lenders Agent shall not incur any liability to the Borrower for acting upon any telephonic notice that Lenders Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower or for otherwise acting in good faith under this paragraph 1(b). The making of an advance pursuant to telephonic notice shall constitute a Revolving Loan under this Financing Agreement. The outstanding principal amount Each advance to the Borrower of the a Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlierLoan shall, on the date on which they otherwise become due and payable pursuant of funding, be deposited, in immediately available funds, in such account as the Borrower may from time to time designate to Lenders Agent in writing. Each repayment of a Revolving Loan shall be deemed a repayment of the terms of this Agreementoldest then outstanding advances hereunder. (cC) Anything to The Borrower shall make Mandatory Prepayments on the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) Revolving Loans if at any time, in time the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against Revolving Loans exceed the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria limitations set forth in paragraph 1(a) above. Such Mandatory Prepayments shall be due in an amount equal to the definitions amount that the outstanding balance of Eligible Accounts Receivablethe Revolving Loans exceeds such limitations and shall be payable immediately upon demand by Lenders Agent. (D) The proceeds of the Key Man Life Insurance Policy shall be applied by Lenders Agent to such of the Obligations hereunder, Eligible Investment Grade Receivablesand in such amounts, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled as Required Lenders may determine in their sole discretion. 2. In furtherance of the continuing assignment and security interest in the Borrower's Accounts, Eligible Cashthe Borrower will, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship upon the creation of Accounts, execute and deliver to the eventLenders Agent in such form and manner as Lenders Agent may reasonably require, conditionsolely for Lenders Agent's convenience in maintaining records of collateral, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative confirmatory schedules of any other reserve established and currently maintained or eligibility criteria; provided, that Accounts as Lenders Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increasemay reasonably request, and Borrowers such other appropriate reports designating, identifying and describing the Accounts as Lenders Agent may take such action as may be required so that the eventreasonably require. In addition, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.upon

Revolving Loans. (1) Provided that an Unmatured Event of Default or Event of Default does not then exist or would not be created by such Revolving Loan advance, and all of the conditions precedent in Section 10 of this Loan Agreement have been satisfied, from the date hereof through and including the Revolving Loan Termination Date, Lender shall loan to Borrowers on a revolving credit basis, the lesser of (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountRevolving Loan, less (2) the sum of (y) the outstanding Letter of Credit Usage at such Obligations from time to time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. or (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established Revolving Loan shall be evidenced by Agent, and any changes repaid in accordance with the Revolving Note. Notwithstanding anything contained in this Loan Agreement or the Other Agreements to the eligibility criteria contrary, Lender may, in its discretion, upon not less than fifteen (15) days prior written notice to Borrower, change, at any time and from to time, the method of calculating the Borrowing Base, including, but not limited to, reducing advance rates against Eligible Accounts and Eligible Inventory and deducting additional or other reserves from the Borrowing Base. (2) A request for a Revolving Loan shall be made, or shall be deemed made, in the following manner: (a) any Borrower may give Lender notice of its intention to borrow in accordance with the provisions of this Section 2.1(A), or (b) if any amount required to be paid under this Loan Agreement or the Other Agreements becomes due, such occurrence shall be deemed irrevocably to be a request for a Revolving Loan on the due date in the amount then due and such Revolving Loan advance will be deemed an advance to Borrowers. (3) Each request for a Revolving Loan, other than LIBOR Loans (the borrowing of which shall be governed by Section 2.3), shall be made by notice, given not later than 11:00 A.M. (Chicago time) on the Business Day of the proposed Revolving Loan, from any Borrower to Lender. If requested by Lender, such notice shall be accompanied by a Borrowing Base Certificate in form and substance satisfactory to Lender. (4) Borrowers' ability to access the Overadvance shall be subject to the following terms and conditions: Borrowers shall provide Lender with prior written notice of their intent to utilize the Overadvance. Such notice shall be accompanied by (a) a covenant compliance certificate that demonstrates that Borrowers are in compliance with all of the financial covenants set forth in Section 9.4 below immediately prior to such date, and (b) a pro-forma covenant compliance certificate that demonstrates that Borrowers will be in compliance with the definitions financial covenants set forth in Section 9.4 below immediately after the usage of Eligible Accounts Receivablesuch Overadvance assuming full usage of such Overadvance. Upon the date that the Overadvance automatically reduces to zero Dollars in accordance with the definition of "Overadvance" set forth in Section 1.1 above, Eligible Investment Grade Receivablesand for a period of sixty (60) consecutive days thereafter, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and Borrowers shall not be duplicative of any other reserve established entitled to deliver to Lender a new Overadvance Notice and currently maintained or eligibility criteria; providedaccordingly, that Agent during such sixty (60) day period, Borrowers shall endeavor not be entitled to notify Administrative Borrower at or before utilize the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionOveradvance.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Lender's Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Lender's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableUS Billed Accounts, Eligible US Unbilled Accounts and, Eligible US Investment Grade ReceivablesAccounts, Eligible Credit Card ReceivablesCanadian Billed Accounts, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Canadian Unbilled Accounts, Eligible CashCanadian Investment Grade Accounts, Eligible Renewable Identification Numbers or Inventory, Eligible Petroleum Asphalt Spare Parts Inventory and Eligible Chemicals Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve reserveReserve or change in eligibility criteria and shall not be duplicative of any other reserve reserveReserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon the establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve reserveReserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to Upon the terms and subject to the conditions of this Agreementof, and during in reliance upon the term of representations and warranties made under, this Agreement, each Revolving Lender agrees (agrees, severally, but not jointly or jointly and severallyjointly, to make Revolving Loans (on a final basis as that term is commonly used in the context of the Bankruptcy Code) to make revolving loans (“Revolving Loans”) the Borrowers from time to time from the Effective Date to but not including the Termination Date, as requested or deemed requested by the Borrowers in accordance with the terms of Section 2.2, in amounts equal to such Lender's Commitment Percentage of each such Loan requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to such Lender's Commitment Percentage of the Borrowing Base; provided, however, that the Aggregate Revolving Loan Obligations (after giving effect to the Loans requested) shall not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal Borrowing Base. It is expressly understood and agreed that the Lenders may and at present intend to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) use the Borrowing Base as of a maximum ceiling on Revolving Loans to the Borrowers; provided, however, that it is agreed that should the Revolving Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such date (based upon the most recent Borrowing Base Report delivered by Borrowers to AgentRevolving Loans shall nevertheless constitute Secured Obligations and, as adjusted for Reserves established by Agent in accordance with Section 2.1(c))such, less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the shall be entitled to all benefits thereof and security therefor. The principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed any Revolving Loan which is repaid pursuant to this Section 2.1 2.3(c) may be repaid andreborrowed by the Borrowers, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together in accordance with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything Section 2.1. The Agent's and each Lender's books and records reflecting the date and the amount of each Revolving Loan and each repayment of principal thereof shall constitute prima facie evidence of the accuracy of the information contained therein, subject to the contrary in this provisions of Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion4.5.

Revolving Loans. (a) Subject to The Agent and the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andLenders agree, subject to the terms and conditions of this Agreement, reborrowed from time to time (severally to the extent of their Commitment but subject to the Agent’s and the Lenders’ right, but not obligation, to make Overadvances), to make loans and advances to the Company on a revolving basis (i.e., subject to the limitations set forth herein, the Company may borrow, repay and re-borrow Revolving Loans at any time during prior to the term Commitment Termination Date). Such loans and advances shall be in amounts not to exceed the lesser of (a) the Availability and (b) the Revolving Line of Credit; provided that the Agent and/or the Lenders shall not be required to make any Revolving Loan or other extension of credit to the Company if, after giving effect to such Revolving Loan or other extension of credit to the Company, the aggregate outstanding balance of the Revolving Loans and other extensions of credit owing by the Company would exceed the lesser of the Borrowing Base and the Revolving Line of Credit. All requests for loans and advances must be received by an officer of the Agent no later than (i) 9:00 A.M., Pacific time, of the Business Day on which any such Base Rate Loans and advances are required or (ii) three Business Days prior to any requested LIBOR Loan. (i) Whenever the Company requests the Agent, on behalf of the Lenders, to make a Revolving Loan pursuant to this Section 3, it shall give the Agent notice in writing or irrevocable telephonic notice confirmed promptly in writing, specifying (A) the amount to be borrowed, and (B) the requested borrowing date (which shall be a Business Day and shall be prior to the Commitment Termination Date, or prior to any other effective termination date of this Agreement, all as further set forth herein), and (C) whether the requested Revolving Loan shall bear interest at the Base Rate or at LIBOR, as further set forth herein, and (D) if LIBOR is to apply, the desired initial Interest Period for such amount, and (E) the Borrowing Base applicable as such time. If the Company fails to designate the proposed borrowing of a Revolving Loan as a Base Rate Loan or a LIBOR Loan, in accordance with this Section 3.1, then the requested borrowing shall be a Base Rate Loan. If no Interest Period is elected with respect to any requested borrowing of a LIBOR Loan, then the requested Loan shall be made as a Base Rate Loan. The outstanding procedure for Revolving Loans to be made on a requested borrowing date may be such other procedure as is mutually satisfactory to the Company, the Agent and/or the Lenders. The Agent shall make loans and advances by transfers of immediately available funds to the Company’s bank account as specified in written instructions to be provided by the Company to the Agent. (ii) Subject to Section 14.10 hereof, should the Agent, on behalf of the Lenders, for any reason honor requests for Overadvances, such Overadvance shall be made in the Agent’s sole discretion, subject to any additional terms the Agent and/or the Required Lenders deem necessary. Requests for loans and advances shall be made solely by the Company and shall be directed solely to the Agent. (c) The Agent shall on any requested borrowing date, and upon notice given by the Agent no later than 9:00 A.M. Pacific time, request each Lender to make a Revolving Loan in an amount equal to the product of the loan or advance requested pursuant to Section 3.1(b) and such Lender’s Commitment over the Revolving Line of Credit. Without limiting the liability and obligation of each Lender to make such advances, the Company authorizes the Agent to charge the Company’s Revolving Loan Account with the Agent to the extent amounts received from the Lenders are not sufficient to repay in full the amount of any such deficiency. (i) Subject to Section 13.9, each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Revolving Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (ii) As contemplated under Section 3.6, the Agent shall also maintain the Revolving Loan Account in which it will record (a) the amount of each Revolving Loan made hereunder, whether such Revolving Loan bears interest at the Base Rate or at LIBOR and the Interest Period with respect thereto, (b) the amount of any Obligations due and payable or to become due and payable from the Company to each Lender hereunder and (c) the amount of any sum received by the Agent hereunder from the Company and each Lender’s share thereof. (iii) Any Lender may request that its Revolving Loans be evidenced, in addition to the mechanisms evidencing Revolving Loans described in clauses (i) and (ii) above, by a Promissory Note. In such event, the Company shall prepare, execute and deliver to such Lender such Promissory Note payable to the order of such Lender. Thereafter, the Revolving Loans evidenced by such Promissory Note and interest thereon shall at all times (prior to any assignment pursuant to Section 13.9) be represented by one or more Promissory Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently returns any such Promissory Note for cancellation and requests that such Revolving Loans once again be evidenced solely as described in paragraphs (i) and (ii) above. (iv) Subject to Section 3.7, the entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Company to repay the Obligations in accordance with their terms. 3.2 In no event shall the Lenders be required to make more than five advances in any month. Each advance hereunder shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple of $100,000 in excess thereof. 3.3 The Company may, upon two Business Days’ notice to the Agent, irrevocably terminate in whole or reduce in part, ratably across the Lenders’ Commitments, the unused portion of the Revolving LoansLine of Credit; provided that each partial reduction must be in an amount equal to $1,000,000 or an integral multiple thereof. Once reduced the Revolving Line of Credit may not be increased. (a) All amounts received by the Agent will be credited to the Revolving Loan Account when the Agent is notified by its bank of its receipt of “collected funds” at the Agent’s bank account in Los Angeles, California on the Business Day of such notification if notified no later than 11:00 A.M. Pacific time or on the next succeeding Business Day if so notified after 11:00 A.M. Pacific time. No checks, drafts or other instrument received by the Agent shall constitute final payment to the Agent and/or the Lenders unless and until such instruments have actually been collected. (b) The Company shall maintain, in its name and at its expense, all Blocked Accounts into which the Company shall promptly cause to be deposited (including through related P.O. Boxes) all Collections received by the Company. The Agent agrees to initially instruct the Blocked Account Banks to, until such time as a contrary instruction is given by the Agent, comply with all instructions regarding disposition of funds in the Blocked Account originated by or at the direction of the Company. If a Sweep Event has occurred and is continuing or if an Event of Default has occurred and has not been waived, the Agent may deliver a Default Notice to each Blocked Account Bank (which Default Notice may, in the discretion of the Agent, be accompanied by instructions to the related Blocked Account Bank to dispose of all Collections of Receivables in the Blocked Accounts to one or more other accounts designated by the Agent); provided that the Agent shall concurrently deliver to the Company a copy of such Default Notice together with a statement as to the nature of the Event of Default or Sweep Event to which such Default Notice relates. If the event giving rise to a Sweep Event (A) described in clause (i) of the definition thereof is remedied by the Company within 2 Business Days following notice thereof by the Agent to the Company, (B) described in clause (ii) of the definition thereof is stayed or dismissed within 45 days, or (C) described in clause (iv) of the definition thereof is remedied by the Company maintaining at least $40,000,000 of Liquidity, then in each such case the Agent shall promptly revoke such Default Notice. If the Agent has delivered a Default Notice to a Blocked Account Bank pursuant to the foregoing, (i) the Agent shall direct the applicable Blocked Account Banks to transfer (or, if applicable, transfer or cause the transfer from such other account into which Collections have been deposited) to the Company funds in any such Blocked Account (or other account to which the Agent has instructed disposition of Collections, if applicable) not relating to the Receivables on the second Business Day following receipt by the Agent of a report substantially in the form of the Monthly Report identifying, in a manner reasonably satisfactory to the Agent, the amount of such funds not relating to the Receivables to be so transferred, (ii) the Company will deliver to the Agent and the Blocked Account Banks such report referenced in clause (i) of this Section 3.4(b) every second Business Day or on such other periodic basis as reasonably requested by the Agent; provided that if the Company fails to perform or comply with its obligations set forth in clause (ii) of this Section 3.4(b) then, in lieu of complying with clause (i) of this Section 3.4(b), the Agent may direct the applicable Blocked Account Banks to transfer (or, if applicable, transfer or cause the transfer from such other account into which Collections have been deposited) to the Company funds in any such Blocked Account (or other account to which the Agent has instructed disposition of Collections, if applicable) based on the percentage for such month of the amounts held in the Blocked Accounts representing the historical amounts of such funds not relating to the Receivables (and subject to the true-up mechanisms) as set forth on Exhibit D and (iii) the Agent shall direct the applicable Blocked Account Bank to transfer all or any part of the total available funds in the Blocked Accounts and apply or withhold such funds (other than funds in the Blocked Accounts not related to the Receivables as provided in clauses (i) and (ii) above) to an account designated by the Agent to prepay or cash collateralize any and all of the Obligations. Any such prepayment shall be applied as follows: first, to fees and reimbursable expenses of the Agent then due and payable pursuant to any of the Loan Documents; second, to interest accrued then due and unpaid thereonpayable on Revolving Loans; and third, to the principal balance of the Revolving Loans until the same has been paid in full. Except in the case of prepayments made pursuant to clause (iii) above arising from a Default Notice issued solely on account of a Liquidity Event, the Required Lenders may in their sole discretion permanently reduce the Commitment by the aggregate amount of any prepayment of the Obligations. 3.5 The Company agrees to notify the Agent of each matter that materially affects the value, enforceability or collectibility of the Receivables, as a whole, in its Monthly Report provided to the Agent hereunder, in such detail and format as the Agent may reasonably require from time to time. 3.6 The Agent shall maintain a Revolving Loan Account on its books in which the Company will be charged with all loans and advances made by the Agent to it or for its account, and with any other Obligations, including any and all costs, expenses and reasonable attorney’s fees which the Agent is entitled to charge the Company. The Company will be credited with all amounts received by the Agent and/or the Lenders from the Company or from others for the Company’s account, including, as set forth above, all amounts received by the Agent in payment of accounts, and such amounts will be applied to payment of the Obligations as set forth herein. In no event shall prior recourse to any Receivables or other security granted to or by the Company be a prerequisite to the Agent’s right to demand payment of any Obligation. Further, it is understood that the Agent and/or the Lenders shall have no obligation whatsoever to perform in any respect any of the Contracts or other obligations relating to the Receivables. 3.7 After the end of each month, the Agent shall promptly send the Company a statement of the Revolving Loan Account showing the accounting for the charges, loans, advances and other transactions occurring between the Agent and the Company during that month. The monthly statements shall be deemed correct and binding upon the Company and shall constitute Obligations an account stated between the Company and the Agent unless the Agent receives a written statement of the exceptions within thirty (30) days of the date of the monthly statement. 3.8 In the event that the outstanding balance of Revolving Loans exceeds the lesser of (a) the Borrowing Base, or (b) the Revolving Line of Credit, any such nonconsensual Overadvance existing as of the end of any month shall be due and payable to the Agent on behalf of the Lenders on the applicable Maturity Date or, if earlier, on second Business Day following the due date on which they otherwise become due and payable pursuant to for delivery of the terms of this AgreementMonthly Report for such month. 3.9 The proceeds of the Revolving Loans shall be available solely for general corporate purposes of the Company and its Subsidiaries. 3.10 The Company, and at the request of the Company the Agent, may arrange for one or more additional Lenders to become party to this Agreement in order for such additional Lenders to make available Revolving Loans in the maximum aggregate amount of up to $25,000,000 in excess of the Commitment existing as of the Closing Date (c) Anything to the contrary in this Section 2.1 notwithstanding“Additional Commitment”), Agent provided that such additional Lender or Lenders shall have been approved by the right (but not Agent and the obligation) at any time, Company in their reasonable discretion and shall have executed such further instruments and documents as the Agent may reasonably deem desirable for such additional Lender or Lenders to become party to this Agreement and make available Revolving Loans in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The maximum aggregate amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionAdditional Commitment.

Revolving Loans. (a1) Subject to the satisfaction of the terms and conditions of this Agreement, set forth herein and during in reliance upon the term of this Agreementrepresentations and warranties set forth herein, each Revolving Lender agrees (severallyagrees, severally and not jointly or jointly and severally) jointly, to make revolving loans (“Revolving Loans”) lend to Borrowers in an amount at any one time outstanding not Borrower from the Closing Date to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Expiry Date its Pro Rata Share of the loans requested by Borrower to be made by Lenders under this subsection 1.1(A), up to an aggregate maximum for all Lenders of $30,000,000 (as the same may be reduced from time to time hereunder, the "Revolving Loan Commitment"). Advances or amounts outstanding under the Revolving Loan Commitment will be called "Revolving Loans". Revolving Loans may be repaid and reborrowed. The "Maximum Revolving Loan Balance" will be the lesser of (a) the "Borrowing Base" (as calculated on Exhibit 4.10(F), the "Borrowing Base Certificate") or (b) the Revolving Loan Commitment less outstanding Risk Participation Liability. If at any time the outstanding Revolving Loans exceed the Maximum Revolving Loan Balance (as it may be deemed increased from time to time pursuant to subsection 1.1(A)(2)), Lenders shall not be obligated to make Revolving Loans and issue Lender Letters of Credit and Risk Participation Agreements, and Revolving Loans must be repaid immediately, in an amount equal sufficient to the lesser of: (A) the eliminate any excess. Revolving Loans may be requested in any amount equal to with one (1) the Maximum Revolver AmountBusiness Day prior notice required for amounts greater than $5,000,000. For amounts less than $5,000,000, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered written or telephonic notice must be provided by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable noon CT on the applicable Maturity Date or, if earlier, on the date day on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount Loan is to be established made. All LIBOR Loans require three (3) Business Days notice. All Loans requested telephonically must be confirmed in writing within twenty-four (24) hours. Neither Agent nor any Lender shall incur any liability to Borrower for acting upon any telephonic notice that Agent believes in good faith to have been given by a duly authorized officer or increased. Upon establishment or increase in Reserves, Agent agrees other person authorized to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise borrow on behalf of its Permitted DiscretionBorrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount or to establish, increase, or decrease the Expected Net Value. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of this Agreement, and during the term of contained in this Agreement, each Revolving Lender severally agrees (severally, not jointly or jointly and severally) to make revolving loans (each a “Revolving LoansLoan”) to Borrowers Borrower from time to time until the Maturity Date in an aggregate amount at any one time outstanding not to exceed the lesser of: (i) at any time outstanding such ▇▇▇▇▇▇Lender’s Revolver Revolving Loan Commitment; provided, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal however, that at no time shall any Lender be obligated to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as make a Revolving Loan in excess of such date (based upon Lender’s Applicable Percentage of the most recent Borrowing Base Report delivered Available Credit. Each advance of a Revolving Loan that is not made for the purpose of paying Obligations shall be deposited into Borrower’s account no. __________ with Administrative Agent. With respect to Revolving Loans, Borrower may from time to time borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all the limitations, terms and conditions contained herein. The Revolving Loans shall be evidenced by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeNote. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed If at any time during the term Available Credit is negative, Borrower, without demand or notice, shall immediately repay that portion of this Agreementthe Revolving Loans necessary to cause the Available Credit to be zero. The Borrower shall repay the outstanding principal amount balance of the Revolving Loans, together with interest all accrued and unpaid thereon, shall constitute Obligations interest and shall be due and payable on the applicable Maturity Date or, if earlierrelated fees, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementMaturity Date. (c) Anything Borrower, through an Authorized Representative, shall request each advance of a Revolving Loan by giving Administrative Agent irrevocable (i) written notice, (ii) notice by email or such other form of electronic transmission as is acceptable to Administrative Agent or (iii) telephonic notice (confirmed promptly by fax or email), containing the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, information in the exercise form of its Permitted DiscretionExhibit B attached hereto (each, to establish and increase or decrease Reserves and against a “Notice of Borrowing”), which specifies, among other things: (i) the Borrowing Base. The aggregate principal amount of any Reserve established by Agentthe requested advances (which amount must be a minimum of $500,000 and in integral multiples of $100,000 if a LIBOR Loan); CREDIT AGREEMENT PAGE 17 (ii) the proposed date of borrowing, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory which shall have be a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.Business Day;

Revolving Loans. (ai) Subject to the terms and conditions of this Agreement, Agreement and during in reliance upon the term representations and warranties of this Agreementthe Borrower and any of its Affiliates contained herein, each Lender with a Revolving Lender agrees (severally, Loan Commitment severally and not jointly or jointly and severally) agrees to make revolving loans (each such loan, a “Revolving Loan” and collectively, the “Revolving Loans”)(the Term Loan and Revolving Loans, collectively, “Loans”) in U.S. Dollars to Borrowers Borrower on any Business Day during the period from the Closing Date to but not including the Revolving Loan Termination Date, in an aggregate amount at any one time outstanding not to exceed at any time outstanding such Lender’s Revolving Loan Commitment; provided, however, that, after giving effect to any advance of Revolving Loans, the lesser of: (iaggregate principal amount of all outstanding Loans shall not exceed the Maximum Amount. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1(b) such ▇▇▇▇▇▇’s Revolver Commitment, ormay be repaid and reborrowed from time to time. (ii) Each advance of a Revolving Loan shall be made upon Borrower’s irrevocable written notice delivered to Agent, which notice shall be in form acceptable to Agent and must be received by Agent prior to 2:00 p.m. (New York time) on the date which is three (3) Business Days prior to the requested date for such ▇▇▇▇▇▇Revolving Loan. Such notice shall specify the amount of the requested Revolving Loan (which shall be in an aggregate minimum principal amount of $2,000,000); and the requested borrowing date of such Revolving Loan, which shall be a Business Day. Borrower may only request two advances of a Revolving Loan in any calendar month and the second advance may not be requested within five (5) Business Days following the first advance. (iii) Promptly after receiving such notice for a Revolving Loan, Agent shall notify each Lender of the contents of such notice and of the amount of such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeRevolving Loan. (biv) Amounts borrowed pursuant to this Section 2.1 may be repaid and, Upon the terms and subject to the terms and conditions set forth herein, each Lender, severally but not jointly, shall make available to Agent its Pro Rata Share of this Agreementeach requested Revolving Loan, reborrowed at as applicable, in Dollars in immediately available funds prior to 11:00 a.m. (New York time) on the date specified for such Revolving Loan. Unless Agent shall have determined that any time during the term of this Agreement. The outstanding principal amount of the Revolving Loansconditions set forth in Section 4(b) have not been satisfied, together with interest accrued and unpaid thereon, Agent shall constitute Obligations and shall be credit the amounts received by it in like funds to Borrower (net of any amounts due and payable to or on the applicable Maturity Date or, if earlier, behalf of Agent and/or Lenders) on the date on which they otherwise become due and payable pursuant such day by wire transfer to the terms following deposit account of this Agreement. Borrower (c) Anything to the contrary unless Agent is otherwise directed in this Section 2.1 notwithstandingwriting by Borrower): Bank Name: Comerica Bank ABA#:▇▇▇-▇▇▇-▇▇▇ Account #:1880982499 Account Name: Sterling Construction Company, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.Inc. Ref: STRL-0001 Net Loan Proceeds

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such ▇▇▇▇▇▇Lender’s Revolver Commitment, or or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or an increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers Borrower may take such action actions as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.or

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and7.1 CIT agrees, subject to the terms and conditions of this Financing Agreement, reborrowed at from time to time (but subject to CIT’s right to make Overadvances), to make loans and advances to the Company on a revolving basis (i.e. subject to the limitations set forth herein, the Company may borrow, repay and re-borrow Revolving Loans) in the following amounts: (a) up to the lesser of (i) $9,000,000 or (ii) the Domestic Borrowing Base less Availability Reserves; and (b) up to the lesser of (i) $5,000,000 or (ii) the Foreign Borrowing Base less Availability Reserves; provided, however, CIT shall be under no obligation to make any Revolving Loan if Availability is less than $1,000,000 after the making of any such Revolving Loan. All requests for loans and advances must be received by an officer of CIT no later than (i) 2:00 p.m., New York time, of the Business Day on which any such Chase Bank Rate Loans and advances are required or (ii) three Business Days prior to any requested LIBOR Loan. Should CIT for any reason honor requests for Overadvances, any such Overadvances shall be made in CIT’s sole discretion and subject to any additional terms CIT deems necessary. 7.2 In furtherance of the continuing assignment and security interest in the Company’s Accounts and Inventory, the Company will, upon the creation of Accounts and purchase or acquisition of Inventory, execute and deliver to CIT in such form and manner as CIT may reasonably require, solely for CIT’s convenience in maintaining records of Collateral, such confirmatory schedules of Accounts and Inventory as CIT may reasonably request, including, without limitation, weekly schedules of Accounts and monthly schedules of Inventory, all in form and substance satisfactory to CIT, and such other appropriate reports designating, identifying and describing the Accounts and Inventory as CIT may reasonably request, and provided further that CIT may request any such information more frequently, from time during to time, upon its reasonable prior request. In addition, upon CIT’s request, the term Company shall provide CIT with copies of this Agreementagreements with, or purchase orders from, the Company’s customers, and copies of invoices to customers, proof of shipment or delivery, access to its computers, electronic media and software programs associated therewith (including any electronic records, contracts and signatures) and such other documentation and information relating to said Accounts and other Collateral as CIT may reasonably require. Failure to provide CIT with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. The outstanding principal amount Company hereby authorizes CIT to regard the Company’s printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementCompany’s authorized officers or agents. (c) Anything 7.3 The Company hereby represents and warrants that: each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, Company in the exercise ordinary course of its Permitted Discretion, to establish and increase or decrease Reserves and against business; the Borrowing Base. The amount of any Reserve established by AgentInventory being sold, and any changes to the eligibility criteria set forth in Trade Accounts Receivable created, are the definitions exclusive property of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility Company and are not and shall not be duplicative subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; the invoices evidencing such Trade Accounts Receivable are in the name of the Company; and the customers of the Company have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which the Company has complied with the notification requirements of Paragraph 3.5 of this Section 3. The Company confirms to CIT that any and all Taxes or fees relating to its business, its sales, the Accounts or Inventory relating thereto, are its sole responsibility and that same will be paid by the Company when due, subject to Paragraph 7.6 of Section 7 of this Financing Agreement, and that none of said Taxes or fees represent a lien on or claim against the Accounts. The Company hereby further represents and warrants that it shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any of its customers or any other person, including pursuant to any ▇▇▇▇ and hold sale or otherwise, and that its Inventory is marketable to its customers in the ordinary course of business of the Company, except as it may otherwise report in writing to CIT pursuant to Paragraph 3.5 hereof from time to time. The Company also warrants and represents that it is a duly and validly existing corporation and is qualified in all states where the failure to so qualify would have an adverse effect on the business of the Company or the ability of the Company to enforce collection of Accounts due from customers residing in that state. The Company agrees to maintain such books and records regarding Accounts and Inventory as CIT may reasonably require and agrees that the books and records of the Company will reflect CIT’s interest in the Accounts and Inventory. All of the books and records of the Company will be available to CIT at normal business hours, including any records handled or maintained for the Company by any other company or entity. 7.4 (a) Until CIT has advised the Company to the contrary after the occurrence of an Event of Default, the Company, at its expense, will enforce, collect and receive all amounts owing on the Accounts in the ordinary course of its business and any proceeds it so receives shall be subject to the terms hereof, and held on behalf of and in trust for CIT. Such privilege shall terminate at the election of CIT, upon the occurrence of an Event of Default. Any checks, cash, credit card sales and receipts, notes or other instruments or property received by the Company with respect to any Collateral, including Accounts, shall be held by the Company in trust for CIT, separate from the Company’s own property and funds, and promptly turned over to CIT with proper assignments or endorsements by deposit to the Depository Accounts. The Company shall: (i) indicate on all of its invoices that funds should be delivered to and deposited in a Depository Account; (ii) direct all of its account debtors to deposit any and all proceeds of Collateral into the Depository Accounts; (iii) irrevocably authorize and direct any banks which maintain the Company’s initial receipt of cash, checks and other items to promptly wire transfer all available funds to a Depository Account; and (iv) advise all such banks of CIT’s security interest in such funds. The Company shall provide CIT with prior written notice of any other reserve established and currently maintained all deposit accounts opened or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and opened subsequent to the extent reasonably satisfactory Closing Date. Subject to Agent Collection Days, all amounts received by CIT in payment of Accounts will be credited to the exercise Revolving Loan Account when CIT is advised by its bank of its Permitted Discretionreceipt of “collected funds” at CIT’s bank account in New York, New York on the Business Day of such advise if advised no later than 1:00 p.m. EST or on the next succeeding Business Day if so advised after 1:00 PM EST. No checks, drafts or other instrument received by CIT shall constitute final payment to CIT unless and until such instruments have actually been collected.

Revolving Loans. (ai) Subject to the terms and conditions of this Agreement, set forth herein and during in the term of this AgreementAncillary Agreements, each Revolving Lender agrees (severallyLender, severally and not jointly or jointly and severally) to jointly, may make revolving loans (the “Revolving Loans”) to Borrowers the Companies from time to time during the Term which, in the aggregate at any time outstanding, will not exceed such Lender’s Revolving Commitment Percentage of the lesser of (x) (I) the Capital Availability Amount minus (II) the Reserves, and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any one time outstanding not from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to exceed as the lesser of: “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to each Lender on the Closing Date a Secured Revolving Note evidencing such Lender’s Revolving Commitment Percentage of the Capital Availability Amount. The Companies hereby each acknowledge and agree that each Lender’s obligation to purchase a Secured Revolving Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by the Agent) of the items and matters set forth in the closing checklist provided by the Agent to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to the Lenders that at the time of each such proposed borrowing and also after giving effect thereto (i) such ▇▇▇▇▇▇there shall exist no Event of Default, (ii) all representations, warranties and covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (iii) all of each Company’s Revolver Commitment, orand its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal Notwithstanding the limitations set forth above, if requested by any Company, the Agent may determine in its sole discretion to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing permit Revolving Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount excess of the Formula Amount (the aggregate of Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on Loans in excess of the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) Formula Amount at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is an “Overadvance”) to be established made and/or to remain outstanding; provided that any Overadvance made on or increasedafter the Specified Assignment Date shall constitute a Permitted Overadvance. Upon establishment or increase in ReservesFor purposes hereof, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.“

Revolving Loans. (a) Subject In connection with each Revolving Loan, the Borrower shall deliver to the terms and conditions of this AgreementAgent, and during the term of this Agreementno later than 10:00 a.m. (Los Angeles, each Revolving Lender agrees (severallyCalifornia time), not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitmentat least one Business Day prior to the requested Funding Date in the case of a Base Rate Loan, or or (ii) such ▇▇▇▇▇▇’s Pro Rata Share at least three Business Days prior to the requested Funding Date in the case of an IBOR Loan, a Notice of Borrowing specifying the Funding Date of the requested Revolving Loan and the amount thereof, which shall be in an amount equal to the lesser of: Two Million Dollars (A$2,000,000) the amount equal to or an integral multiple of One Million Dollars (1$1,000,000) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeexcess thereof. (b) Amounts borrowed If, as of 10:00 a.m. (Los Angeles, California time) on the fourteenth day after the Swing Line Lender has funded any Swing Line Borrowing, the Borrower has not repaid such Swing Line Borrowing in full (or if, prior thereto, an Event of Default shall have occurred or the Loans shall be accelerated for any reason whatsoever): (i) the Agent shall promptly (or, if an Event of Default has occurred but the Loans have not been accelerated, may) notify each Lender by telephone (confirmed promptly by telex, facsimile transmission or cable), telex, facsimile transmission, or cable of the amount of such Swing Line Borrowing; and (ii) each Lender shall (subject to Section 2.1.1), before 12:00 noon (Los Angeles, California time), on such date, pay to the Agent at its Los Angeles Branch, Los Angeles, California (or at such other place as the Agent may from time to time specify for such purpose), in immediately available funds, such Lender's Percentage Interest of the principal amount of such Swing Line Borrowing. Upon such funding, each Lender shall be deemed to have acquired from the Swing Line Lender (and the Swing Line Lender shall be deemed to have assigned to each such Lender) a percentage interest in such Swing Line Borrowing equal to such Lender's Percentage Interest, and, for purposes of determining the availability of Swing Line Borrowings or Revolving Loans, such Swing Line Borrowing shall be deemed a Revolving Loan (and no longer a Swing Line Borrowing); provided that the obligations of the Lenders under this Section 2.2.1(b) shall not be subject to the notice or amount requirements, or to satisfaction of conditions precedent, otherwise applicable to the making of Revolving Loans. Each Lender's obligation to fund, and to purchase from the Swing Line Lender, its Percentage Interest of a Swing Line Borrowing pursuant to this Section 2.1 may 2.1.1(b) shall be repaid andabsolute and unconditional under any and all circumstances (including, subject to the terms and conditions without limitation, irrespective of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount intervening bankruptcy of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on Borrower or termination of the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but Total Commitment). It is not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so parties' intent that the event, condition, circumstance, or fact that is obligations of the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.Lenders

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) 1. such ▇▇▇▇▇▇’s Lender's Revolver Commitment, or (ii) 2. such ▇▇▇▇▇▇’s Lender's Pro Rata Share of an amount equal to the lesser of: (A) i. the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) ii. the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least 2 Business Days prior to the date on which any such reserve is to be established or increased (during which period Agent shall be available to discuss any such proposed Reserve with Administrative Borrower); provided further, that (A) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve as set forth in such notice; (B) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; and (C) no such prior notice shall be required during the continuance of any Event of Default and (D) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent's Liens on the Collateral. The amount of any Reserve (including the Dilution Reserve) established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, and Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Lender's Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Lender's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, PACA/Growers Reserves and other Reserves against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, PACA/Growers Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionmaintained.

Revolving Loans. (ai) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to Laurus may make revolving loans (“the "Revolving Loans”") to Borrowers ----- the Companies from time to time during the Term which, in an amount the aggregate at any one time outstanding outstanding, will not to exceed the lesser of: of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves") -------- (including, without limitation, reserves with respect to (i) sums that the Companies are required to pay (such ▇▇▇▇▇▇’s Revolver Commitmentas taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay under any Section of this Agreement or any other Ancillary Agreement, (ii) amounts owing by the Companies or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes) or (iii) any deterioration in the financial condition or credit quality of any Account Debtor), and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount." The Companies shall, jointly and --------------- severally, execute and deliver to Laurus on the Closing Date the Secured Revolving Note and the Secured Term Note. The Companies hereby each acknowledge and agree that Laurus' obligation to purchase the Secured Revolving Note and the Secured Term Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus in its sole discretion) of the items and matters set forth in the closing checklist provided by Laurus to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Laurus that at the time of each such proposed borrowing and also after giving effect thereto (i) there shall exist no Event of Default, (ii) all representations, warranties and covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (iii) all of each Company's and its respective Subsidiaries' covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal Company from time to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at time such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as amounts in excess of such date (based upon limitations as Laurus may determine in its sole discretion. In connection with each such request by one or more Companies, the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and Companies shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant deemed to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.certified,

Revolving Loans. (a) Subject to the terms and conditions of contained in this Agreement, the Banks agree to extend to the Company a line of credit and each Bank severally agrees to lend to the Company, and the Company may borrow, repay and reborrow, on a revolving basis, in one (1) or more Revolving Loans from time to time during the term period commencing after the Closing Date and continuing through the close of this Agreementbusiness on the Scheduled Maturity Date, each Revolving Lender agrees amounts which are at least TWO MILLION AND NO/100 DOLLARS (severally$2,000,000.00) and in integral multiples of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) thereafter (except that no Letter of Credit need be in any specific amount) and which, together with the Outstanding Amount, do not jointly or jointly and severallyexceed (after giving effect to all amounts requested) to make revolving loans (“Revolving Loans”) to Borrowers in an amount the aggregate at any one time outstanding not to exceed the lesser of: of the Combined Commitment Amount or the Borrowing Base in effect from time to time (the "Line of Credit"). Notwithstanding any provision of this Agreement to the contrary, all Revolving Loans, all Credits Outstanding and any unpaid Reimbursement Obligations shall constitute one obligation of the Company to the Banks. Each Bank's obligation to make Revolving Loans hereunder (i) such ▇▇▇▇▇▇’s Revolver Commitment, or shall terminate on the Scheduled Maturity Date or any earlier date as may be provided for in this Agreement and (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal is limited to the lesser of: amount of its Commitment minus its proportionate share (Abased on its Commitment Percentage) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (ya) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. Credits Outstanding and (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementReimbursement Obligations. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.