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) [Reserved]. (b) Subject to the terms and conditions of this AgreementAgreement (including Section 2.1(f) below), and during the term of this Agreement, each Revolving Lender with a US Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans Revolving Loans in Dollars (“US Revolving Loans”) to US Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇Lender’s US 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 US Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit US 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 US Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by US Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c2.1(e)), less (2) the sum of (x) the Letter of Credit US Revolver Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (bc) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each UK Lender agrees (severally, not jointly or jointly and severally) to make Revolving Loans in an Applicable Currency (“UK Revolving Loans”) to UK Borrowers in a Dollar Equivalent amount at any one time outstanding not to exceed the lesser of: (i) such UK Lender’s UK Revolver Commitment, or (ii) such UK Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the UK Maximum Revolver Amount, less (2) the UK Revolver Usage at such time, and (B) the amount equal to (1) the UK Borrowing Base as of such date (based upon the UK Borrowing Base set forth in the most recent Borrowing Base Certificate delivered by UK Borrowers to Agent as adjusted for UK Reserves established by Agent in accordance with Section 2.1(e)) less (2) the UK Revolver Usage at such time. (d) 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. (ce) 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 Inventory Reserves, Receivable Reserves, Bank Product Reserves, FX Reserves, Vehicle Sales/Use Taxes Reserves, UK Priority Payable Reserves, Landlord Reserves, and other Reserves and against (without double counting) the Aggregate Borrowing Base, US Borrowing Base and/or UK Borrowing Base or any component thereof or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve, Vehicle Sales/Use Taxes Reserve, UK Priority Payable Reserves or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions definition of “Eligible Accounts ReceivableAccounts”, “Eligible Investment Grade ReceivablesInventory”, “Eligible Credit Card ReceivablesUK Rolling Stock Collateral”, or “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 US Rolling Stock Collateral” 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. (f) Notwithstanding anything to the contrary in this Section 2.1, that Agent at no time shall endeavor to notify Administrative Borrower at or before (i) the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reservessum of the US Revolver Usage plus the Dollar Equivalent of the UK Revolver Usage, Agent agrees to make itself available to discuss exceed the Reserve or increaseMaximum Revolver Amount, (ii) the US Revolver Usage exceed the US Maximum Revolver Amount, and Borrowers may take such action as may be required so that (iii) the event, condition, circumstance, or fact that is Dollar Equivalent of the basis for such reserve or increase no longer exists, in a manner and to UK Revolver Usage exceed the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionUK Maximum Revolver Amount.

Revolving Loans. Each Revolving Loan borrowing (including, without limitation, each Mandatory Borrowing), each payment or prepayment of principal of any Revolving Loan, each payment of fees (other than the Issuing Lender Fees retained by the Issuing Lender for its own account and the Administrative Fees retained by the Administrative Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the relevant Lenders in accordance with the respective Revolving Loan Commitment Percentages of such Lenders, as applicable, (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Revolving Loans and Participation Interests of such Lenders); provided that, if any Lender shall have failed to pay its applicable pro rata share of any Revolving Loan, then any amount to which such Lender would otherwise be entitled pursuant to this subsection (a) Subject shall instead be payable to the terms and conditions of this Agreement, and during Administrative Agent until 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 share of such date (based upon Loan not funded by such Lender has been repaid; provided further, that in the most recent Borrowing Base Report delivered by Borrowers event any amount paid 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 any Lender pursuant to this Section 2.1 may subsection (a) is rescinded or must otherwise be repaid andreturned by the Administrative Agent, subject each Lender shall, upon the request of the Administrative Agent, repay to the terms and conditions of this AgreementAdministrative Agent the amount so paid to such Lender, 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 for the applicable Maturity Date or, if earlier, period commencing on the date on which they otherwise become due and payable pursuant such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the terms of this Agreement. (c) Anything to date two Business Days after such request, 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 AgentFederal Funds Rate, and any changes to thereafter, 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 criteriaBase Rate plus two percent (2%) per annum; 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.and

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 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 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 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 (“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. (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 AgreementAgreement and the Other Agreements, and during the term of this AgreementTerm, each Revolving Lender agrees (severallyAgent may, not jointly or jointly and severally) to in its sole discretion, make revolving loans and advances to Borrowing Agent (“Revolving Loans”the "REVOLVING LOANS") on behalf of Lender, or cause Lender to Borrowers make such loans and advances 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-five percent (85%) 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 a Covenant Obligor's business) of Covenant Obligors' Eligible Accounts; PLUS (ii) such ▇▇▇▇▇▇’s Pro Rata Share Up to fifty-five percent (55%) of an amount equal to the lesser of:lower of cost or market value of Covenant Obligors' Eligible Inventory or the Inventory Sublimit, whichever is less; PLUS (Aiii) Up to fifty-five percent (55%) of the face amount of commercial Letters of Credit issued or guaranteed by Agent or Lender, or an Affiliate of Agent or Lender on behalf of any Covenant Obligor for the purpose of purchasing Eligible Inventory; provided, that such commercial Letters of Credit are in form and substance reasonably satisfactory to Agent; PLUS (iv) the amount equal Overadvance Amount; MINUS (v) such reserves as Agent elects, in its sole discretion to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such establish from time to time, plus including, without limitation, the Environmental Reserve and the Special Reserve; provided, that the Revolving Loan Limit shall in no event exceed Sixteen Million Eight Hundred Ten Thousand Dollars (z$16,810,000.00) (as increased or decreased as permitted herein, the principal "MAXIMUM REVOLVING LOAN LIMIT") except as such 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 may be increased or decreased by Agent or Lender, in accordance with Section 2.1(c))its reasonable discretion. All Revolving Loans shall be deemed to be advanced, less (2) first, under the sum Overadvance Amount portion 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 Revolving Loan Limit and, subject to second, under the terms and conditions remainder of this Agreementthe Revolving Loan Limit. Notwithstanding the foregoing, reborrowed at any time during the term eighteen (18) month period following the date hereof, Borrowers may make a one-time permanent reduction of this Agreementthe Maximum Revolving Loan Limit in an amount up to Two Million Five Hundred Thousand Dollars ($2,500,000.00) without payment of the Termination Fee set forth in SECTION 10 hereof. The aggregate unpaid principal balance of the Revolving Loans shall not at any time exceed the lesser of the (i) Revolving Loan Limit minus the Letter of Credit Obligations and (ii) the Maximum Revolving Loan Limit minus the Letter of Credit Obligations. If at any time the outstanding principal Revolving Loans exceeds either the Revolving Loan Limit or the Maximum Revolving Loan Limit, in each case minus the Letter of Credit Obligations, or any portion of the Revolving Loans and Letter of Credit Obligations exceeds any applicable sublimit within the Revolving Loan Limit, Borrowers shall immediately, and without the necessity of demand by Agent, pay to Agent, for the benefit of Lender, or to Lender such amount as may be necessary to eliminate such excess and Agent and Lender shall apply such payment to the Revolving Loans in such order as Agent may determine in its sole discretion. Each Borrower hereby authorizes Agent and Lender, in each of their sole discretion, to charge any of such 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: Borrowing Agent shall give Agent same day notice, no later than 10:30 A.M. (Chicago, Illinois time) for such day, of its request for a Revolving Loan as a Prime Rate Loan, and at least three (3) Business Days prior notice of its request for a Revolving Loan as a LIBOR Rate Loan, in which notice Borrowing Agent shall specify the amount of the Revolving Loansproposed borrowing and the proposed borrowing date; provided, together with interest accrued however, that no such request may be made at a time when there exists a Default or Event of Default. In the event that a Borrower maintains a controlled disbursement account at LaSalle Bank, each check presented for payment against such controlled disbursement account 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 a Prime Rate Loan. As an accommodation to Borrowers, Agent may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Agent by Borrowers or Borrowing Agent. Unless Borrowing Agent specifically directs Agent in writing not to accept or act upon telephonic or electronic communications from Borrowing Agent or a Borrower, neither Agent nor Lender shall have any liability to any Borrower for any loss or damage suffered by a Borrower as a result of Agent'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 Agent or Lender by a Borrower or Borrowing Agent and neither Lender nor Agent shall have any duty to verify the origin of any such communication or the authority of the Person sending it. Each Borrower hereby irrevocably authorizes Agent and Lender to disburse the proceeds of each Revolving Loan requested by Borrowing Agent, or deemed to be requested by Borrowing Agent, as follows: the proceeds of each Revolving Loan requested under SECTION 2(a) shall be due and payable on disbursed by Agent or Lender 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 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 written disbursement letter from Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions case of Eligible Accounts Receivableeach subsequent borrowing, 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 by wire transfer or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship Automated Clearing House (ACH) transfer 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 Borrowing Agent and Agent from time to time, or fact that is the basis for elsewhere if pursuant to a written direction from such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionBorrowing Agent.

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 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 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 (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. (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 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 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. (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 set forth in this Agreement, on or after the Term D Closing Date and during to, but excluding, October 14, 2010, unless terminated earlier pursuant to the term of this Agreementterms hereof (the “Revolving Loan Termination Date”), each Revolving Lender agrees (Purchasers designated on Annex B shall, severally, not jointly or jointly on a pro rata basis based on the percentages specified in Annex B, make loans and severally) advances to make the Company on a revolving loans credit basis (collectively, the “Revolving Loans”) to Borrowers in an aggregate amount outstanding 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 up to the lesser of: Revolving Loan Commitment Amount. From and after the Term D Closing, the Revolving Loans shall be evidenced by promissory notes made by the Company in favor of Purchasers having Revolving Loan Commitments in the form attached hereto as Exhibit K (A) the amount equal together with any such notes issued in substitution therefore pursuant to (1) the Maximum Revolver AmountSections 6.3 and 6.4, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal “Revolving Notes”). The date and amount of Swing Loans outstanding at each Revolving Loan made by such time, and (B) the amount equal to (1) the Borrowing Base as Purchasers and each payment on account of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such record shall not affect the obligations of the Company to make payments when due of any amounts owing in accordance with Section 2.1(c)), less (2) respect of the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeRevolving Loans. (b) Amounts borrowed pursuant Purchasers having Revolving Loan Commitments 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 2.5A(a) hereof and this Section 2.1 may 2.5A(b) have been satisfied. Before a Revolving Loan is made (other than any Revolving Loan requested on the Term D Closing Date), the Loan Parties shall have (i) provided Agent an irrevocable written notice of borrowing in the form of Exhibit L (a “Notice of Borrowing”) by facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than five (5) Business Days before the day on which the Revolving Loan is to be repaid andmade, subject to the terms and conditions (ii) 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 Notice of Borrowing not later than 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. Agent and Purchasers having Revolving Loan Commitments shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Notice of Borrowing or increased. Upon establishment other writing on behalf of the Company and neither Agent nor any Purchaser having Revolving Loan Commitments shall have any duty to verify the identity or increase in Reserves, Agent agrees to make itself available to discuss the Reserve 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 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. (ai) Subject Upon the satisfaction of the applicable conditions precedent set forth in Sections 4.1, 4.2 and 4.3, from and including the date of this Agreement and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of this AgreementSection 2.5.11 and Section 8.1 relating to the reduction, and during suspension or termination of the term of this AgreementAggregate Commitment), each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”each individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS") in one or more Agreed Currencies to Borrowers the Company from time to time in an amount at any one time outstanding a Dollar Amount not to exceed such Lender's Percentage of 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 Available Amount at such time; provided, plus (z) however, that the principal Aggregate Commitment shall be deemed used from time to time to the extent of the aggregate amount of Swing the Competitive Bid Loans then outstanding at (such time, and (B) deemed use of the aggregate amount equal to (1) of 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)Commitments being a "COMPETITIVE BID REDUCTION"), less and such deemed use in each case of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments; provided, further, that each Revolving Loan made on or after the Euro Implementation Date shall be made in the Euro if such Revolving Loan would, but for this provision, be capable of being made in either the Euro or the National Currency Unit requested by the Company unless otherwise consented to by the Administrative Agent. Subject to the terms of this Agreement (2) the sum of (x) the Letter of Credit Usage at such timeincluding, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andwithout limitation, subject to the terms and conditions of this AgreementSections 2.5.11 and 8.1 relating to the reduction, reborrowed suspension or termination of the Aggregate Commitment), the Company may borrow, repay and reborrow Revolving Loans at any time during prior to the term of this AgreementTermination Date. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable Loans made on the applicable Maturity Effective Date or, if earlier, or 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 third (3rd) Business Day thereafter shall initially be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, Alternate Base Rate Loans and Borrowers may take such action as thereafter may be required so that the event, condition, circumstance, continued as Alternate Base Rate Loans 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 converted into Eurocurrency Loans in the exercise of its Permitted Discretionmanner provided in Section 2.2.

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 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 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 ▇▇▇▇▇▇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 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 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, 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. (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 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. (ai) Subject to the terms and conditions of this Agreementconditions, --------------- and during relying upon the term of this Agreementrepresentations and warranties, each Revolving Lender set forth herein, the Bank agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers the Borrower at any time or from time to time on or after the date hereof and until the Revolving Loan Repayment Date, in an aggregate principal amount not in excess of $3,000,000 at any one time outstanding not (the "Commitment"). Within the foregoing limits, the Borrower may borrow hereunder on or after the date hereof and prior to exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver CommitmentRevolving Loan Repayment Date, orrepay or reborrow subject to the terms, provisions and limitations set forth herein. After the Revolving Loan Repayment Date, no amounts repaid may be reborrowed. (ii) Revolving Loans made by the Bank on any one day shall be in any combination of Prime Rate Portions and Libor Rate Portions, provided, that each such ▇▇▇▇▇▇’s Pro Rata Share Portion of a Revolving Loan shall be in an amount equal not less than $50,000 and in integral multiples thereof. The initial Revolving Loan by the Bank to the lesser of:Borrower shall be made against delivery to the Bank of the Revolving Loan Note, payable to the order of the Bank, as described in Section 2b hereof, and upon delivery of the other documentation required in Article 3 herein. (iii) Each Revolving Loan shall be made upon one (1) Business Day's (or three (3) Libor Rate Business Days' in the case of a Revolving Loan consisting wholly or partly of a Libor Rate Portion) prior notice from the Borrower to the Bank. Each such notice shall specify (A) the amount equal to (1) the Maximum Revolver Amountrequested date of such 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, and (B) the amount equal to requested type of Loan, and (1C) the Borrowing Base as requested 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 of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeLoan. (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 (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 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. 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, 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 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 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 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, Aircraft Reserves, Engine Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify Borrowers 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 Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of a reserve to be ineffective. 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 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; provided, that Agent shall notify Administrative Borrower at least three (3) Business Days prior to the date on which Agent establishes any new categories of Reserves after the Closing Date (and will consult with Parent in connection with the basis for such new categories of Reserves); 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 ABL 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/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; providedprovided that circumstances, that conditions, events or contingencies existing or arising prior to the Closing Date and, in each case, disclosed in writing in the field examination conducted by the Agent in connection herewith prior to the Closing Date, shall endeavor to notify Administrative Borrower at not be the basis for any establishment of any Reserves after the Closing Date, unless such circumstances, conditions, events or before the time any such Reserve contingencies shall have changed in a material amount is to be established or increased. Upon establishment or increase in Reservesrespect since the Closing Date (it being understood, Agent agrees to make itself available to discuss the Reserve or increasehowever, and Borrowers may take such action as may be required so that the event, condition, circumstance, forgoing shall not restrict or fact that is affect changes in Reserves by Agent solely by virtue of mathematical calculations of the basis for amount of such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionReserves).

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 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. (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.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgree ment, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (““ Revolving LoansLoans ”) 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 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 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))date, less (2) the sum of (x) the Letter Lett er 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 Revo lving 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 AgreementAgreemen t. Borrowers hereby jointly and severally promise to repay all amounts due hereunder with respect to the Revolving Loans. (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 definition s 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 maintai ▇▇▇ or eligibility criteria; provided. To the extent that an event, that condition or matter as to any Eligible Accounts is addressed pursuant to the treatment thereof within the applicable definition of such term, Agent shall endeavor not 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 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 Discretionmatter.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and on and after the First Lien Repayment Date 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 aggregate principal amount of Prepetition First Lien Loans outstanding at such time less (y3) the Letter of Credit Usage under the Existing First Lien Credit Agreement at such timetime (after giving effect to Section 2.11(q)), plus less (z4) without duplication, the Letter of Credit Usage under this Agreement at such time less (5) the principal amount of Swing Loans under this Agreement outstanding at such time, ; and (B) the amount equal to the (1) the Borrowing Base under this Agreement 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 aggregate principal amount of Prepetition First Lien Loans outstanding at such time less (x3) the Letter of Credit Usage under the Existing First Lien Credit Agreement at such timetime (after giving effect to Section 2.11(q)) less (4) without duplication, plus the Letter of Credit Usage under this Agreement at such time less (y5) the principal amount of Swing Loans under this Agreement outstanding at such time; provided; for purposes of determinations to be made pursuant to subclause (A) and (B) above, all payments received by Agent or Existing Agent from Borrowers and all proceeds of Collateral received by the Agent or Existing Agent shall, in each case, be deemed to have been applied first to repay the principal amount of the Existing Secured Obligations. (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 Agreement 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, Aircraft Reserves, Engine Reserves, Bank Product Reserves, and other Reserves and against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent will use its commercially reasonable efforts to consult with Administrative Borrower when establishing new or increasing existing Reserves against the Borrowing Base; provided, further, that, absent exigent circumstances, Agent shall notify Borrowers and Term Loan Agent three Business Days prior to the time any such reserve is to be established or increased, but a non-willful failure of Agent to so notify Borrowers and Term Loan Agent shall not be a breach of this Agreement; provided, further, absent exigent circumstances, any failure to so notify Borrowers and Term Loan Agent shall cause such establishment or increase of a reserve to be ineffective until three Business Days following such notice; provided, further, no appraisals or valuations undertaken pursuant to Sections 2.10(c) or 5.7(b) or otherwise may be used by Agent to establish or increase any reserve or otherwise decrease the Borrowing Base. The Anything to the contrary in this Agreement notwithstanding, the amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by AgentAgent shall only (i)(x) include reserves under the Existing Borrowing Base in effect as of the Filing Date under the Existing First Lien Credit Agreement, and any changes (y) otherwise, be based solely on events, conditions or circumstances first becoming known to the eligibility criteria set forth Agent after the Closing Date (including any prior inaccurate reporting by the Borrowers), in the definitions cases of Eligible Accounts Receivableclauses (i)(x) and (i)(y) above, 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 that (A) have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve reserve, (B) shall be eliminated when the event, condition or change other circumstances causing the establishment thereof no longer exists or is no longer relevant to the Borrowers' business as determined in eligibility the Agent's Permitted Discretion and (C) with respect to Bank Product Reserves, shall be reduced dollar-for-dollar by any Bank Product Collateralization, (ii) not be established to the extent that such Reserves would be duplicative of any other reserve established specific item excluded as ineligible in the component definitions of the Borrowing Base and currently maintained (iii) not include any amounts under the Carveout or eligibility criteria; providedRefinancing Accommodation Fee. For purposes of Section 2.1(a)(ii), that Agent the amount of the First Lien Repayment shall endeavor be deemed to notify Administrative Borrower at or before have been applied first to repay the time any such Reserve Prepetition First Lien Loans. Other than as set forth in a material amount is to this Section 2.1(c), the Borrowing Base shall 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, calculated in a manner and to consistent with the extent reasonably satisfactory to Agent in Existing Borrowing Base under the exercise of its Permitted DiscretionExisting First Lien Credit 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 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 (ya) the Letter of Credit Usage at such time, plus (zb) the principal amount of Swing Loans outstanding at such time, plus (c) the Prepetition Obligations, plus (d) the Reinstated Prepetition Obligations then outstanding 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 (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time, plus (3) the Prepetition Obligations, plus (4) the Reinstated Prepetition Obligations then outstanding. (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, A/P Reserve, Equipment Reserves, Bank Product Reserves, Pipeline Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Equipment 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 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 increasedreserve. Upon establishment or increase in ReservesWithout limiting the foregoing, Agent agrees shall establish the Carveout Reserve and the Permitted Disposition Reserves. (d) Notwithstanding anything contained herein to make itself available to discuss the Reserve or increasecontrary, (1) the aggregate Revolving Loans made during any week will not exceed 110% of the aggregate disbursements for such week in the Budget (2) the Revolving Loans will be used by Borrower solely as set forth in Section 6.11, and Borrowers may take such action as may (3) upon entry of the Final Order, Revolving Loans shall be required so that deemed to have been made to repay in full the event, condition, circumstance, or fact that is Prepetition Obligations and 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 DiscretionReinstated Prepetition Obligations then outstanding.

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, 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 3.1. The Revolving Lenders, acting through 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 andagree, subject to the terms and conditions of this Financing Agreement from time to time, and within (x) the Availability and y) the Line of Credit, but subject to the Agent's and the Revolving Lenders' (acting through the Agent) rights to make "Overadvances", to make loans and advances to the Companies on a revolving basis, and subject to the limitations set forth herein, the Companies may borrow, repay and re-borrow Revolving Loans. All Revolving Loans shall be made by the Revolving Lenders simultaneously and in accordance with their pro rata shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, nor shall any commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, (ii) no failure by any Revolving Lender to perform its obligation to make any Revolving Loans hereunder shall excuse any other Revolving Lender from its obligation to make any Revolving Loans hereunder, and (iii) the obligations of each Revolving Lender hereunder shall be several, not joint and several. Such loans and advances shall be in amounts up to the lesser of (i) during the months of October, November, and December of each year, the lesser of seventy-five percent (75%) of the value of Eligible Inventory or eighty-eight percent (88%) of the orderly liquidation value (net of all costs and expenses) of the Eligible Inventory; and (ii) during the months of January through September of each year, the lesser of seventy percent (70%) of the value of the Eligible Inventory or eighty-five percent (85%) of the orderly liquidation value (net of all costs and expenses) of the Eligible Inventory. The value of Eligible Inventory shall be determined at cost, by the cost inventory method, using a valuation on a first in, first out basis in accordance with GAAP excluding capitalized buying, handling and distribution costs, as reflected on the Companies' books and records. The net orderly liquidation value of the Eligible Inventory shall be determined from time to time in the Agent's Reasonable Discretion taking into account the results of the latest appraisal. Companies shall pay the cost of the appraisal, provided that so long as no Event of Default has occurred (unless such Event of Default has been cured to the extent permitted by and under the terms of this Financing Agreement), reborrowed at Companies shall not be charged with the cost of such appraisal more than once per calendar year. All requests for loans and advances (other than LIBOR Loans) must be received by an officer of the Agent no later than 2:00 p.m. New York time on the Business Day on which such loans and advances are required. Should the Companies request advances in excess of the limitations set forth in this Section 3.1, such advances shall be considered "Overadvances" and, shall be made by the Agent only with the consent of the Required Lenders and in the sole discretion of the Required Lenders, subject to any time during additional terms the Required Lenders deem necessary, and subject to the terms and provisions of clause (c) of Section 12.10 hereof. 3.2. In furtherance of the continuing collateral assignment and security interest in each Company's Accounts and Inventory, each Company shall deliver to the Agent not later than: (1) if and when requested in writing by Agent, an aging of such Company's Trade Accounts Receivable in such form and manner as the Agent may reasonably require but consistent with the current practices of such Company; (2) fourteen (14) days after the end of each month (other than October, November and December), a monthly inventory confirmation statement stating the aggregate amount of Eligible Inventory of the Companies; and (3) five (5) Business Days after each Sunday in the months of October, November and December, a weekly Inventory confirmation statement stating the aggregate amount of Eligible Inventory of the Companies. With respect to all such reports, each Company will provide to the Agent such additional information and material as the Agent may reasonably request to effectively evaluate the Trade Accounts Receivable and the collectability thereof and the mix of the Inventory and such other information as the Agent may reasonably require to evaluate the Companies' Trade Accounts Receivable and Inventory, such as returns, claims, credits, allowances and information identifying and describing the Trade Accounts Receivable. Failure to provide the Agent with the foregoing information will in no way effect, diminish, modify, or limit the security interest granted herein. Such reports are to be executed by a responsible officer of each Company. 3.3. Each Company hereby represents and warrants that: (a) sales of Inventory are, and shall be, based upon actual and bona fide sales and deliveries of Inventory (x) in the ordinary course of such Company's business, (y) in connection with the liquidation of an immaterial portion of the Inventory or (z) after the occurrence of a casualty loss, bulk sales of salvageable Inventory, and that, in any instance, the Inventory being sold and the proceeds thereof are the exclusive property of such Company and are not and shall not be subject to any lien, charge, arrangement, encumbrance, security interest, or financing statement whatsoever other than the Permitted Encumbrances, provided, however that if there is then no Default or Event of Default, the Companies may make charitable transfers of Inventory in an aggregate amount for both Companies not to exceed $1,500,000 in any fiscal year; (b) invoices representing Trade Accounts Receivable or credit card receipts evidencing credit card sales are in the name of such Company and except for disputes, offsets, defenses, counterclaims, contras, returns or credits, all arising in the normal course of such Company's business or except as may be promptly disclosed to the Agent, the purchasers of such Inventory owe and are obligated to pay the amount stated in the invoices or credit card receipts; and (c) except for the Permitted Encumbrances, any and all taxes and fees relating to its business are such Company's sole responsibility and that same will be paid when due (except as otherwise provided in this Financing Agreement), and that none of said taxes or fees represent a lien on or claim against the proceeds of any sale of Inventory. Each Company agrees to issue credit memoranda promptly. Each Company also warrants and represents that it is a duly and validly existing corporation and is qualified to transact business in all states where the failure to so qualify would have a material adverse effect on the business of such Company or the ability of such Company to enforce collection of Trade Accounts Receivable due from Persons residing in that state. 3.4. During the term of this Financing Agreement, the Company may and will, at its expense, consistent with such Company's existing business practices, enforce, collect and receive all amounts owing on the Accounts. Except for the Retained Cash, all checks or cash from the sale of Inventory must be deposited promptly to the Depository Accounts, and promptly thereafter and therefrom, to a Blocked Account. Each Company shall require that all amounts due under credit card sales be remitted by the credit card companies to a Blocked Account. Each Company agrees that it will only direct the flow of funds from the Depository Accounts and the credit card remitters to the Blocked Accounts. The institutions holding such Blocked Accounts will be instructed that when it is satisfied that such funds on deposit are "good funds", such institution will remit such "good funds" to the applicable Company's operating account. Notwithstanding anything herein contained to the contrary, if (x) there is then an Event of Default or (y) the Companies have Availability of less than zero ($0) for three (3) consecutive Business Days, then the Agent, acting on behalf of the Lenders, may advise the banks holding the Blocked Accounts to remit all proceeds of Collateral to the Agent for the account of the Lenders. The Agent will immediately rescind these instructions (a) upon the waiver of the Event of Default and (b) when the Companies have Availability of zero ($0) or greater. All amounts received by the Agent for the account of the Lenders will be credited to the Obligations upon the Agent's receipt of "good funds" at its bank account in New York, New York on the Business Day of receipt if received no later than 2 p.m. New York time or on the next succeeding Business Day if received after 2 p.m. New York time. No checks, drafts or other instruments received by the Agent will constitute final payment unless and until such instruments have actually been collected. If the loan account reflects a zero Revolving Loan balance and there is then no Event of Default, then the Agent shall promptly remit to the operating accounts of the Companies any credit balances in the loan account. (a) The Agent shall maintain a single separate account on its books in the name of both of the Companies' in which the Companies will be charged with loans, advances and payments under the Letter of Credit Guaranty, made to either Company or for its account, and with any other Obligations, including any and all reasonable costs, expenses and reasonable and documented attorney's fees which the Agent may incur in connection with the exercise of any of the rights or powers herein conferred or in the prosecution or defense of any action or proceeding to enforce or protect any rights of the Agent or of any Lender in connection with this Financing Agreement or the Collateral assigned hereunder, or any Obligations owing by the Companies. The Companies will be credited with all amounts received by the Agent from the Companies or from others for the Companies' account, including, as above set forth, all amounts received by the Agent in payment of Accounts and such amounts will be applied to payment of the Obligations. In no event shall prior recourse to any Accounts or other security granted to or by the Companies be a prerequisite to the Agent's right to demand payment of any Obligation. Further, it is understood that neither the Agent nor any Lender shall have any obligation whatsoever to perform in any respect any of either Company's contracts or obligations relating to the Accounts. (b) The Companies are engaged in an integrated operation that requires financing on a basis permitting the availability of credit from time to time to each Company as required for the continued successful operation of each Company. Each Company expects to derive benefit, directly or indirectly, from such availability since the successful operation of each Company is dependent on the continued successful performance of the functions of the integrated group. In order to utilize the collective borrowing powers of the Companies in the most efficient and economical manner, and in order to facilitate the handling of the accounts of the Companies on the Agent's books, the Companies have requested, and the Agent has agreed to handle accounts of the Companies on the Agent's books on a combined basis. Accordingly, in lieu of maintaining separate accounts on the Agent's books in the name of each of the Companies, the Agent shall maintain one account. Loans and advances made by the Agent to the Companies will be charged to the account indicated above, along with any charges and expenses under this Financing Agreement. The outstanding principal amount loan account will be credited, with all amounts received by the Agent from either of the Revolving LoansCompanies or from others for their account. It is expressly understood and agreed by each Company that the Agent shall have no obligation to account separately to either Company. It is expressly understood and agreed by each of the Companies that the Agent shall have no responsibility to inquire into the correctness of the apportionment, together with interest accrued allocation, or disposition of (X) any loans and unpaid thereonadvances made to either of the Companies or (Y) any of the Agent's expenses and charges relating thereto. The Companies jointly and severally unconditionally guarantee to the Agent and the Lenders the prompt payment in full of (A) all loans and advances made and to be made by the Agent and/or the Lenders to any of them under this Financing Agreement, as well as (B) all other Obligations of the Companies to the Agent and/or the Lenders and hereby expressly confirm in all respects the suretyship waivers and cross-guaranties executed by each of the Companies in the Agent's and/or the Lenders' favor. All collateral security now or hereafter given to the Agent and/or the Lenders by any of the Companies, shall secure all loans and advances made by the Agent and/or the Lenders to any of the Companies, and shall be deemed to be pledged to the Agent as security for any and all other Obligations of the Companies to the Agent and/or the Lenders as set forth under any Financing Document. It is understood that, notwithstanding the fact that each Company is a distinct and separate legal entity, the handling of the accounts of the Companies in a combined fashion, as more fully set forth herein, has been done solely at the Companies' request and as an accommodation to the Companies, and that the Agent shall incur no liability to the Companies as a result thereof. To induce the Agent and the Lenders to do so, and in consideration thereof, each Company hereby agrees, jointly and severally, to indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless against any and all liability, expense, loss or claim of damage or injury, made against the Agent and/or the Lenders by any of the Companies or by any third party whosoever, arising from or incurred solely by reason of (1) the method of handling the accounts of the Companies as herein provided, (2) the Agent relying on any instructions of any of the Companies, or (3) any other action taken by the Agent in accordance with this Section 3.5(b) of this Financing Agreement, provided, however that Companies shall not be liable for the foregoing indemnification obligations in the event such liability, expense, loss or claim arises primarily from such indemnified party's own gross negligence or willful misconduct. 3.6. After the end of each month, the Agent, on its own behalf and/or acting on behalf of the Lenders, shall promptly send the Companies a statement showing the accounting for the charges, loans, advances, payments under the Letter of Credit Guaranty, and other transactions occurring between the Agent, on its own behalf, and/or acting on behalf of the Lenders and the Companies during that month. The monthly statement shall be deemed correct and binding upon the Companies and shall constitute Obligations an account stated between the Companies, the Agent, and the Lenders unless the Agent receives a written statement of the exceptions within thirty (30) days of the date of the monthly statement. 3.7. In the event that (a) the outstanding balance of Revolving Loans exceeds (b) the amount calculated as (i) the lesser of (A) the Line of Credit or (B) the Borrowing Base, minus (ii) the Availability Reserves, any such nonconsensual Overadvance 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 immediately upon 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's demand therefor; provided, however, that Agent any consensual Overadvance made pursuant to Section 3.1 hereof 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, due as 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 when specified in the exercise requisite consent of its Permitted DiscretionRequired Lenders.

Revolving Loans. (a) Subject Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, from and including the date of this Agreement and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions of set forth in this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans to the Borrowers from time to time, in Dollars, in an amount not to exceed such Lender’s Revolving Loan Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”) to Borrowers in an amount ); provided, however, at any one no time outstanding not to shall the Revolving Credit Obligations exceed the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Aggregate Revolving Loan 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 Subject to the terms of this Agreement., the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date. On the Termination Date, the Borrowers shall repay in full the outstanding principal balance of the Revolving Loans. Each Advance under this Section 2.2 shall consist of Revolving Loans made by each Lender ratably in proportion to such Lender’s respective Revolving Loan Pro Rata Share. The initial Aggregate Revolving Loan Commitment is Seventy-Five Million and 00/100 Dollars ($75,000,000) but may be increased up to a maximum amount of One Hundred Fifty Million Dollars ($150,000,000) (subject to the terms herein and subject to market rate underwriting and other fees for such increase) at any time following the Closing Date if no Default or Unmatured Default has occurred and is continuing at the time of any requested increase. The Borrower Representative may request an increase to the Aggregate Revolving Loan Commitment in writing to the Agent and Agent shall promptly (and, in any event, within five (5) Business Days) respond to such request. Any such request to increase the Aggregate Revolving Credit Commitment shall be deemed to be a certification by the Borrowers that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article VI are true and correct as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Increases to the facility shall be limited to a maximum of two per annum, with increases being in minimum increments of $5,000,000. The Borrowers may solicit any Lender and/or any other financial institution to provide additional or new commitments as follows: (i) existing Lenders shall have a right of first refusal to increase their Commitments on a pro rata basis (which right shall be accepted or declined by each existing Lender within twenty-one (21) calendar days of the receipt of written notification of the Borrowers’ election to increase the Aggregate Revolving Loan Commitments in accordance with the provisions hereof); (ii) if the requested increased aggregate commitment is not fully subscribed by the existing Lenders on a pro rata basis, then any interested existing Lenders may increase their Commitments in such increments as necessary (which election shall be set forth in the relevant Lender’s notification provided pursuant to the preceding clause (i)); and (iii) if the requested increase is still not satisfied under scenarios (i) or (ii), then new financial institutions may be added as Lenders consistent with the terms of this Agreement. No Lender shall be committed to provide any incremental commitment until it expressly agrees in writing to provide such a commitment. In the event any such increase is made as a result of adding additional financial institutions which are not Lenders as of the date of the proposed increase in the Aggregate Revolving Loan Commitments, the final allocations to determine each Lender’s Pro Rata Share shall be determined by the Agent in its sole discretion. The addition of new financial institutions as Lenders in accordance with this Section shall be evidenced by a written joinder agreement, in form and substance reasonably acceptable to Agent and its counsel, executed by Agent, the Borrowers, the Guarantors and the new “Lender”; an increase in a Commitment by existing Lender(s) shall be evidenced by a written acknowledgment or amendment, in form and substance reasonably acceptable to Agent and its counsel, executed by Agent, the Borrowers, the Guarantors and the Lender(s) agreeing to increase their Commitment; and in either case, Exhibit A shall be amended and replaced to reflect the increase in the Aggregate Revolving Loan Commitment. Prior to any such increase in the Aggregate Revolving Credit Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of each Borrower of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Revolving Commitment; (b) a certificate, signed by the chief financial officer of the Borrower Representative, certifying that after giving effect to the increase in the Aggregate Revolving Credit Commitment, no Default or Unmatured Default shall occur and demonstrating that the Borrowers shall be in pro forma compliance with Section 7.4 after giving effect to the increase in the Aggregate Revolving Credit Commitment; (c) Anything copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrowers or any Guarantor in connection with the increase in the Aggregate Revolving Credit Commitment, certified as true and correct in full force and effect as of the date of the increase by an Authorized Officer of the Borrower Representative, or if none are required, a certificate of such officer to that effect; (d) if requested by the Agent, evidence satisfactory to the contrary in this Section 2.1 notwithstanding, Agent that no Material Adverse Effect shall have occurred with respect to the right Borrowers and their Subsidiaries since the most recent financial statements provided to the Agent and the Lenders hereunder; (but not e) if requested by the obligation) at any timeAgent, a confirmation and consent from each Borrower and each Guarantor to the increase in the exercise of Aggregate Revolving Credit Commitment; and (f) such other documents and conditions as the Agent or 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 counsel may 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 Discretionrequested.

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, 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 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 such limit 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 also establish a Reserve to address the same event, condition or eligibility criteria; provided, that matter. Agent shall endeavor will provide three (3) Business Days prior notice to notify Administrative Borrower at or before Agent establishes any new categories of Reserves after the time any such Reserve Closing Date and will consult with Administrative Borrower 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 connection with the basis for such reserve or increase no longer exists, in a manner and new categories of Reserves to the extent Administrative Borrower is available in a reasonably satisfactory timely manner, provided, that the failure to Agent in the exercise of its Permitted Discretionconsult with Administrative Borrower shall not limit Agent’s right to implement such Reserve following such three (3) Business Day period.

Revolving Loans. (ai) Subject to the terms and conditions of this Agreement, set forth herein and during the term of this AgreementThird Amendment, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans to the Borrower under a revolving credit facility (amounts borrowed under this Section 2.01(b) are referred to as the “Revolving Loans”) to Borrowers in an amount at any one time outstanding (on an aggregate basis) not to exceed the lesser of: (i1) an amount equal to such Revolving Lender’s Revolving Commitment, and (2) such ▇▇▇▇▇▇Revolving Lender’s Revolver Commitment, or (ii) pro rata share of such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Share Revolving Commitments and Revolving Loans pro rata share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Revolving Commitment 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 the Borrower to the Revolving Agent, as adjusted by the Revolving Agent for Reserves established by the Revolving Agent from time to time in accordance with Section 2.1(cthe terms of this Agreement)), 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. (bii) Amounts borrowed Each of the Revolving Loans made pursuant to this Section 2.1 2.01(b) 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. (ciii) Anything Notwithstanding anything to the contrary in this Section 2.1 notwithstanding2.01(b), without limiting any other rights and remedies of the Revolving Agent hereunder or under the other Loan Documents, the Revolving Loans shall have be subject to the Revolving Agent’s continuing right (but not the obligation) at any time, in the exercise of its Permitted Discretion, accordance with this Agreement to establish and increase or decrease withhold Reserves and against from 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 Receivableincrease and decrease such Reserves from time to time, 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 if and to the extent reasonably satisfactory to Agent that in the exercise of Revolving Agent’s Permitted Discretion, such Reserves are necessary. In the event that the Revolving Agent determines in its Permitted DiscretionDiscretion that it is necessary to withhold Reserves from the Borrowing Base and/or to increase or decrease such Reserves in accordance with this Section 2.01(b)(iii), the Revolving Agent shall provide written notice of such determination to the 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 's Revolver Commitment, or (ii) such ▇▇▇▇▇▇’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.. LEGAL_US_W # 82509300.31 (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 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 US Unbilled Accounts, Eligible CashUS Investment Grade Accounts, Eligible Renewable Identification Numbers or Canadian Billed Accounts, Eligible Petroleum Asphalt Canadian Unbilled Accounts, Eligible Canadian Investment Grade Accounts, Eligible Inventory, Eligible 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 Reserve or change in eligibility criteria 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 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 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 set forth in this Agreement, each Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Lender agrees (severallyLoans and/or Outstanding Obligations permitted to be outstanding from time to time, to lend to Borrower from time to time during the period from the Closing Date to but excluding the Maturity Date an aggregate amount 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 exceeding its Pro Rata Share of an the aggregate amount equal of the Revolving Loan Commitments to be used for the purposes identified in Section 6.12. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.01 and the aggregate original amount of the Revolving Loan Commitments is $35,000,000. Anything contained in this Agreement to the lesser of: contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that (Ai) the aggregate amount equal of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.05 or 2.06 or otherwise, (ii) the Outstanding Obligations of each Lender (excluding Swing Line Lender's Swing Line Loans) shall not exceed such Lender's Revolving Loan Commitment then in effect as reduced from time to time; and (iii) the Outstanding Obligations of all Lenders at any time shall not exceed the lesser of (1) the Maximum Revolver Amountcombined Revolving Loan Commitments then in effect as reduced from time to time pursuant to Section 2.05 or 2.06 or otherwise, less and (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 then 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 timeeffect. (b) Amounts borrowed pursuant to this The credit available under Section 2.1 may be repaid 2.01(a) is a revolving credit and, subject to the foregoing and the other terms and conditions of this Agreementhereof, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Borrower may borrow, Convert, Continue, prepay and reborrow 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 AgreementLoans as set forth herein without premium or penalty. (c) Anything Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Upon the request of any Lender made through Administrative Agent, such Lender's Loans may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender may attach schedules to its Note(s) and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Such Notes, loan accounts and records shall be conclusive absent manifest error of the amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower to pay any amount owing with respect to the contrary in this Section 2.1 notwithstanding, Loans. (i) Administrative Agent shall have maintain, at Administrative Agent's Office, a register for the right recordation of the names and addresses of Lenders and the Commitments and Extensions of Credit of each Lender from time to time (but not the obligation) "Register"). The Register shall be available for inspection by Borrower or any Lender at any timereasonable time and from time to time upon reasonable prior notice. Administrative Agent shall maintain the Register as agent for Borrower (it being acknowledged and agreed that Administrative Agent and each Administrative Agent-Related Person, in such capacity, shall constitute Indemnitees under Section 10.13). (ii) Administrative Agent shall record in the exercise Register the Commitments and Extensions of Credit from time to time of each Lender, and each repayment or prepayment in respect thereof. Any recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitments or Outstanding Obligations. (iii) Each Lender shall record on its Permitted Discretion, to establish and increase or decrease Reserves and against internal records (including the Borrowing Base. The Notes held by such Lender) the amount of each Extension of Credit made by it and each payment in respect thereof. Any recordation shall be conclusive and binding on Borrower, absent manifest error; provided, however, that the failure to make any Reserve established such recordation, or any error in such recordation, shall not affect any Lender's Commitment or Outstanding Obligations; provided, further, that in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register shall govern. (iv) Borrower, Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Extensions of Credit listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Extensions of Credit shall be effective, in each case, unless and until an Assignment and Acceptance effecting the assignment or transfer thereof shall have been accepted by AgentAdministrative Agent and recorded in the Register. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Outstanding Obligations shall be owed to the Lender listed in the Register as the owner thereof, and any changes to request, authority or consent of any Person who, at the eligibility criteria set forth time of making such request or giving such authority or consent, is listed in the definitions Register as Lender shall be conclusive and binding on any subsequent holder, assignee or transferee 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 the corresponding Commitments 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 Obligations.

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 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 ofexceed: (i) at any time prior to the Borrowing Base Testing Period, the lesser (A) such ▇▇▇▇▇▇’s 's Revolver Commitment, orand (iiB) such ▇▇▇▇▇▇’s 's Pro Rata Share of an 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 (ii) during the Borrowing Base Testing Period, the lesser of: (A) such ▇▇▇▇▇▇'s Revolver Commitment, and (B) such ▇▇▇▇▇▇'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, if applicable) 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 Borrowers 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 Borrowers 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 Receivable, Eligible Investment Grade ReceivablesAccounts, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, 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 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 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, Landlord Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Landlord 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, Landlord 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, Landlord 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 AgreementAgreement and Financing Order, 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 Prepetition Obligations outstanding at such timetime (including any Reinstated Prepetition Obligations then outstanding), and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the Borrowing Base set forth in 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 Prepetition Obligations outstanding at such timetime (including any Reinstated Prepetition Obligations then outstanding). (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, Carveout Reserve, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided that, prior to entry of the Final Order, the Agent shall not establish, increase or decrease any Receivable Reserves, Bank Product Reserves, Carveout Reserve or other Reserves against the Maximum Revolver Amount (without affecting its rights in respect of Reserves against the Borrowing Base). (c) 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. (cd) Anything to the contrary in this Section 2.1 notwithstanding, Agent at no time shall have Revolver Usage plus 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 Prepetition Obligations then outstanding (including any Reserve established by AgentReinstated Prepetition Obligations then outstanding) exceed the Maximum Revolver Amount. (e) From and after the date hereof, and any changes notwithstanding anything to the eligibility criteria set forth contrary in the definitions of Eligible Accounts Receivablethis Agreement or other Loan Documents, 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 (i) Lenders shall have a reasonable relationship only be required 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 increasemake, and Borrowers may take such action as may shall only be required so that the eventpermitted to request, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and Revolving Loans (x) to the extent reasonably satisfactory to Agent pay accrued expenses in the exercise Approved Budget, as and when such expenses are due and payable by Borrowers, and (y) in accordance with the other terms and conditions of its Permitted Discretionthe Financing Order, this Agreement, and the other Loan Documents.

Revolving Loans. (a) On the Closing Date, the outstanding principal balance of the Advances (as defined in the Existing Credit Agreement) is $22,916,800.84. All Advances outstanding under the Existing Credit Agreement on the Closing Date shall be continued and shall, for all purposes of this Agreement, constitute Revolving Loans hereunder owing to Lenders as if such Advances had been made by Lenders to Borrowers hereunder. 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 and Fixed Asset Reserves, Bank Product Reserves, the Distilled Spirits Tax Reserve, the Rail Reserve and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory and Fixed Asset Reserve, Bank Product Reserve, the Distilled Spirits Tax Reserve, the Rail Reserve, or any 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 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 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 (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 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 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. Section 2.1 (a) of the Loan Agreement is hereby amended in its entirety to read as follows: (a) Subject to to, and upon the terms and conditions of this Agreementcontained 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 to each Borrower from time to time in amounts requested by such Borrower (“Revolving Loans”or by One Price on behalf of One Price PR), (i) to Borrowers in an amount at any one time outstanding not to exceed the lesser sum of: (iA) such ▇▇▇▇▇▇’s Revolver Commitmentupon and after the Credit Card Receivable Eligibility Date, orthe amount equal to eighty-five (85%) percent of the Net Amount of Eligible Credit Card Receivables of Borrowers, plus, (iiB) such ▇▇▇▇▇▇’s Pro Rata Share of up to an amount equal to the lesser of: : (Ax) eighty (80%) percent of the amount equal to (1) Value of the Maximum Revolver AmountEligible Inventory of such Borrower, less (2) the sum of or (y) eighty-five (85%) percent of the Net Recovery Cost Percentage multiplied by the Cost of the Eligible Inventory of such Borrower, minus (ii) any Availability Reserves. For purposes only of applying the Inventory Loan Limit, Lender may treat the then undrawn amounts of outstanding Letter of Credit Accommodations for the purpose of purchasing Eligible Inventory as Revolving Loans to the extent Lender is in effect basing the issuance of the Letter of Credit Usage at Accommodations on the Value of the Eligible Inventory being purchased with 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 Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the sublimit, the outstanding Revolving Loans and Reserves shall be attributed first to any components of the lending formulas set forth above that are not subject to such sublimit, before being attributed to the components of the lending formulas subject to such sublimit. The amounts of Eligible Inventory of any Borrower shall, at such timeLender's option, plus (y) be determined based on the principal lesser of the 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 Inventory set forth in the definitions general ledger 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 such Borrower or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for perpetual inventory record maintained by 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 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 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 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:: 126471205_8 (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 (xy) the Letter of Credit Usage at such time, plus (yz) 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 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 ▇▇▇▇▇▇Lender’s Revolver Commitment, orand (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(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) [Reserved]. (c) 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. (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 ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇ 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 (subject to Section 2.3(c)) 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 Reserves and Bank Product Reserves against the Borrowing BaseBase or the Maximum Revolver Amount or to alter the eligibility criteria set forth in the definition of “Eligible Accounts”; provided, that if the establishment or increase in any such Reserve or such alteration of such eligibility criteria would cause an Overadvance after giving effect to the establishment or increase of such Reserve or such alteration of such eligibility criteria, Agent shall notify Borrowers in writing of such establishment, increase or such alteration, as applicable, at least 3 Business Days prior to the date on which any such Reserve is to be established or increased or such eligibility criteria is to be altered; provided further, that (A) no such prior notice shall be required for changes to the amount of existing Reserves resulting solely as a result of mathematical calculations of the amount thereof in accordance with the applicable methodology of calculation set forth in this Agreement; (B) no such prior notices shall be required after the occurrence and during the continuance of any Default or Event of Default; and (C) 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 or Bank Product Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions definition 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, 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 increasedmaintained. Upon notice of or establishment or increase in ReservesReserves or alteration of the eligibility criteria set forth in the definition of “Eligible Accounts”, Agent agrees to make itself available to discuss the Reserve Reserve, increase or increasesuch alteration, as applicable, 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 reserve, increase or increase such alteration, as applicable, 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 Reserve or Bank Product Reserve, or to alter such eligibility criteria, 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 Bank Product Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans denominated in the same currency and made by the Lenders ratably in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Revolving Loans comprising any Revolving Borrowing shall be in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 (or, in the case of a Revolving Borrowing denominated in Euro, the Euro Equivalent thereof, rounded to the terms and conditions of this Agreementnearest €1,000,000 or, and during the term of this Agreementif less, 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 aggregate principal amount equal to the lesser of:remaining balance of the Revolving Commitments). (Aa) Each Revolving Borrowing denominated in Dollars shall be comprised entirely of Eurocurrency Loans or ABR Loans, as the amount equal applicable Borrower may request pursuant to Section 2.03 and (1ii) the Maximum Revolver Amounteach Revolving Borrowing denominated in Euros shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any Loan by causing any domestic or foreign branch, 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 agency or Affiliate of such date (based upon Lender to make such Loan; provided that any exercise of such option shall not affect the most recent Borrowing Base Report delivered by Borrowers obligation of the applicable Borrower to Agent, as adjusted for Reserves established by Agent repay such Loan in accordance with Section 2.1(c))the terms of this Agreement and such branch, less (2) agency or Affiliate shall, to the sum extent of (x) any such loans made by it, have all the Letter rights of Credit Usage at such time, plus (y) the principal amount Lender hereunder. Borrowings of Swing Loans more than one Type may be outstanding at such the same time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (b) Amounts borrowed pursuant Subject to this Section 2.1 may 2.05, each Lender shall make each Revolving Loan to be repaid and, subject made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the terms Administrative Agent in New York, New York, not later than 1:00 p.m., New York City time, and conditions the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, forthwith return the amounts so received to the respective Lenders. Revolving Loans shall be made by the Lenders pro rata in accordance with their Applicable Shares. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this Agreementparagraph (c) and the Administrative Agent may, reborrowed at any time during in reliance upon such assumption, make available to the term of this Agreementapplicable Borrower on such date a corresponding amount in the required currency. The outstanding principal If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount of the Revolving Loans, together with interest accrued thereon in such currency, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and unpaid thereon(ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight funds. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount 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 such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (c) Anything If any Issuing Bank shall not have received from a Borrower the payment required to be made by Section 2.04(e) within the contrary time period set forth in this Section 2.1 notwithstanding2.04(e), such Issuing Bank will promptly notify the Administrative Agent shall have of the right L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Applicable Share thereof (but not the obligation) at any timedetermined, in the exercise case of its Permitted Discretionan L/C Disbursement denominated in Euro, at the Dollar Equivalent thereof). Each Lender shall pay by wire transfer of immediately available funds to establish the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Applicable Share of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender and increase or decrease Reserves shall bear interest as provided herein), and against the Borrowing BaseAdministrative Agent will promptly pay to the Issuing Bank any amounts so received by it from the Lenders. The amount of any Reserve established by Agent, and any changes Administrative Agent will promptly pay to the eligibility criteria set forth in Issuing Bank any amounts received by it from 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 applicable Borrower pursuant to Section 2.04(e) prior to the time that any Lender makes any payment pursuant to this paragraph; any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for made 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 payments and to the extent reasonably satisfactory Issuing Bank, as their interests may appear. If any Lender shall not have made its Applicable Share of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrowers severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent at (i) in the exercise case of its Permitted Discretionthe Borrowers, a rate per annum equal to the interest rate applicable to ABR Loans pursuant to Section 2.08, and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, and during the term provided there does not then exist a Default or an Event of this AgreementDefault, each Revolving Lender Lender, severally and for itself alone, 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) Dollars such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇Lender’s Pro Rata Share of an revolving loans (such loans are collectively called “Revolving Loans” and individually called a “Revolving Loan”) to the Borrower from time to time on and after the Closing Date and prior to the Credit Termination Date, so long as the aggregate amount equal of such advances outstanding at any time to the Borrower do not exceed the lesser of: : (A) the amount equal to (1i) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage Revolving Facility at such time, plus time minus any reserves established by the Administrative Agent pursuant to Section 2.1(b) hereof and (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1ii) the Borrowing Base at such time minus any reserves established by the Administrative Agent pursuant to Section 2.1(b) hereof, in each case, if at any time applicable. The aggregate outstanding principal amount of Revolving Loans immediately prior to giving effect to this Agreement is equal to Zero Dollars $0.00. The Borrower shall have the right to repay and reborrow any of the Revolving Loans without premium or penalty (subject to Section 3.4 hereof); provided, however, that it shall be a condition precedent to any reborrowing that as of the date of any reborrowing (any such date herein called a “Reborrowing Date”) all of the conditions to borrowing set forth in Section 5.1 of this Agreement shall be satisfied and all representations and warranties made herein shall be true and correct in all material respects (without duplication of materiality, as applicable) as of such Reborrowing Date. The payment obligations of the Borrower to the Lenders and Administrative Agent hereunder are and shall be joint and several as provided in Section 12.21 hereof. The failure of any Lender to make a requested Revolving Loan on any date shall not relieve any other Lender of its obligation to make a Revolving Loan on such date, but no Lender shall be responsible for the failure of any -33- other Lender to make any Revolving Loan to be made by such other Lender. Each Lender’s obligation to fund any Revolving Loan shall be limited to such Lender’s Pro Rata Share. 11. Each advance to the Borrower under this Section 2.1 shall be in integral multiples of Ten Thousand Dollars (based $10,000) and shall, on the day of such advance, be deposited, in immediately available funds, in the Borrower’s demand deposit account with the Administrative Agent, or in such other account as the Borrower Agent may, from time to time, designate in writing with the Administrative Agent’s approval. 12. The Borrower acknowledges and agrees that the Administrative Agent may from time to time (i) upon five (5) calendar days’ notice, increase or decrease the most recent advance rates with respect to Eligible Accounts in the Administrative Agent’s reasonable discretion (provided, prior to a Default, the Administrative Agent will not reduce any such advance rate by more than ten percent (10%), but after the occurrence and during the period of any Default, the Administrative Agent may reduce any such advance rate in any amount in its reasonable discretion), and/or (ii) establish reserves against the Borrowing Base Report and the Eligible Accounts in the Administrative Agent’s reasonable discretion. 13. At the request of the applicable Lender, the Revolving Loans shall be evidenced by a separate promissory note, amended and restated promissory note or second amended and promissory note (hereinafter, as the same may be amended, restated, modified or supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Revolving Credit Note(s)”), duly executed and delivered by Borrowers the Borrower, substantially in the form set forth in Exhibit A attached hereto, with appropriate insertions, dated the Closing Date, jointly and severally payable to Agentthe order of such Lender, as adjusted for Reserves established respectively, in the principal amount equal to such Lender’s Pro Rata Share of the Maximum Revolving Facility. THE PROVISIONS OF THE REVOLVING CREDIT NOTES NOTWITHSTANDING, THE REVOLVING LOANS THEN OUTSTANDING SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON A JOINT AND SEVERAL BASIS UPON THE EARLIEST TO OCCUR OF (X) STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 11.2 HEREOF; AND (Z) TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS. 14. Accrued interest on the Revolving Loans shall be due and payable and shall be made by the Borrower to the Administrative Agent in accordance with Section 2.1(c)), less (2) 2.7 hereof. Monthly interest payments on the sum of (x) Revolving Loans shall be computed using the Letter of Credit Usage at such time, plus (y) interest rate then in effect and based on 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 balance of the Revolving Loans. Upon maturity, the outstanding principal balance of the Revolving Loans shall be immediately due and payable, together with any remaining accrued 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. 2.1 (cB) 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[Intentionally Omitted]. c. [Intentionally Omitted].

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, 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 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 ▇▇▇▇▇▇’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 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 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 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. (ai) Subject to the terms and conditions of this AgreementAgreement (including Exhibit A) and the Other Agreements, and during the term of this AgreementTerm, from the date hereof, through and including May 31, 2004, each Revolving Lender agrees (severallyLender, severally and not jointly or jointly and severally) to jointly, shall, absent the occurrence of an Event of Default, make its Pro Rata Share of revolving loans to Borrower as Borrower shall from time to time request up to such Lender's Pro Rata Share of the Maximum Revolving Loan (“the "Revolving Loans”) "); provided that Agent may, but shall not be obligated to, make such Revolving Loans to Borrowers in an amount Borrower on behalf of Lenders as a "Disproportionate Advance" (as defined below). The aggregate unpaid principal balance of all Revolving Loans outstanding at any one time outstanding will not to exceed the lesser of: of (i) the Revolving Loan Limit, or (ii) the Maximum Revolving Loan minus the outstanding Letter of Credit Obligations. The Revolving Loans shall bear interest at the rates set forth in paragraph 3 of Exhibit A. All Liabilities shall be repaid upon the earlier to occur (i) the end of the Term, if any party elects to terminate this Agreement as of the end of any such ▇▇▇▇▇▇’s Revolver Commitmentterm, orand (ii) the acceleration of the Liabilities pursuant to paragraph 13 of this Agreement. If at any time the aggregate outstanding Revolving Loans exceed the Revolving Loan Limit or the Maximum Revolving Loan less the Letter of Credit Obligations, or any portion of the Revolving Loan exceeds any applicable sublimit set forth in Exhibit A, Borrower shall immediately, and without the necessity of a demand by Agent, pay to Agent such amount as may be necessary to eliminate such excess and Agent shall apply such payment to the Revolving Loans; provided, that if the outstanding principal balance of the Revolving Loans exceeds the Revolving Loan Limit or any portion of the Revolving Loans exceeds any applicable sublimit set forth in Exhibit A (an "Interim Advance"), Agent may, in its sole discretion, permit such Interim Advance to remain outstanding and continue to advance Revolving Loans to Borrower on behalf of Lenders without the consent of any Lender for a period of up to thirty (30) calendar days, so long as (i) the amount of the Interim Advance does not exceed $3,000,000, and (ii) the aggregate outstanding principal balance of the Revolving Loans does not exceed the Maximum Revolving Loan. If the Interim Advance is not repaid in full within thirty (30) days of the initial occurrence of the Interim Advance, no further advances may be made to Borrower without the consent of the Requisite Lenders until the Interim Advance is repaid in full. Borrower hereby authorizes Agent, 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. LaSalle hereby assigns to Congress, without representation, warranty or recourse of any kind (except that LaSalle represents and warrants to Congress that LaSalle has title to such Revolving Loans free and clear of any liens or encumbrances created by or through LaSalle), Congress' Pro Rata Share of the outstanding Revolving Loans. (ii) Contemporaneously herewith, the Borrower shall execute and deliver to each Lender a promissory note in the form of Exhibit C attached hereto in the principal amount of 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 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 AgreementLoan. (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 AgreementAgreement and the Other Agreements, and during the term Original Term and any Renewal Term, absent the existence of this Agreement, each an Event of Default: (a) LaSalle shall make such revolving loans and advances (the "Revolving Lender agrees (severally, not jointly or jointly and severallyLoans") to make revolving loans (“Borrower as Borrower shall from time to time request, in accordance with the terms of paragraph 2(b) hereof. The aggregate unpaid principal amount of all Revolving Loans”) to Borrowers in an amount Loans outstanding at any one time outstanding made to Borrower shall not to exceed the lesser of: : (i) such ▇▇▇▇▇▇’s Revolver Commitment, or the Borrowing Base minus one hundred percent (100%) of the Letter of Credit Obligations for standby Letters of Credit and minus forty percent (40%) of the Letter of Credit Obligations for documentary Letters of Credit; or (ii) such ▇▇▇▇▇▇’s Pro Rata Share the Revolving Loan Commitment minus the outstanding Letter of an amount equal Credit Obligations. All Revolving Loans shall be repaid in full upon the earlier to the lesser of: occur of (A) the end of the Original Term or any Renewal Term, if either LaSalle or Borrower elects to terminate this Agreement as of the end of any such term and (B) the acceleration of the Liabilities pursuant to paragraph 17 of this Agreement. If at any time the outstanding principal balance of the Revolving Loans made to Borrower exceeds: (1) the Borrowing Base minus one hundred percent (100%) of the Letter of Credit Obligations for standby Letters of Credit and minus forty percent (40%) of the Letter of Credit Obligations for documentary Letters of Credit; or (2) the Revolving Loan Commitment minus the outstanding Letter of Credit Obligations, Borrower shall immediately, and upon the request of LaSalle, pay to LaSalle such amount as may be necessary to eliminate such excess, and LaSalle shall apply such payment against the outstanding principal balance of the Revolving Loans. In addition, if at any time the sum of (A) the outstanding principal balance of the Loans and (B) the outstanding Letter of Credit Obligations exceeds the Total Credit Facility, Borrower shall immediately upon the request of LaSalle pay to LaSalle such amount as may be necessary to eliminate such excess, and LaSalle shall apply such payment against the outstanding principal balance of the Loans in such order as LaSalle shall determine in its sole discretion. Borrower hereby authorizes LaSalle to charge any of Borrower's accounts to make any payments of principal or interest required by this Agreement. All Revolving Loans shall, in LaSalle's sole discretion, be evidenced by one or more promissory notes in form and substance satisfactory to LaSalle. However, if such Revolving Loans are not so evidenced, such Revolving Loans may be evidenced solely by entries upon the books and records maintained by LaSalle. (b) LaSalle shall make Revolving Loans to Borrower up to the lesser of the following amounts: 2 3 (i) an amount equal to (1) the Maximum Revolver Amount, less sum (2such sum being herein referred to as the "Borrowing Base") of: (A) up to eighty-five percent (85%) of the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal face amount of Swing Loans outstanding at such timeEligible Accounts plus, 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 lesser of (x) up to sixty percent (60%) of the Letter value of Credit Usage at such timeEligible Inventory, plus calculated on the basis of the lower of cost or market value on a first-in, first-out basis, and (y) the principal amount of Swing Loans outstanding at One Million Five Hundred Thousand Dollars ($1,500,000.00), in each case, less such time. (b) Amounts borrowed pursuant reserves as LaSalle elects to this Section 2.1 may be repaid and, subject establish from time 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, reasonable discretion (to establish and increase or decrease Reserves and against a reserve, LaSalle shall provide written notice to Borrower of the Borrowing Base. The amount of any Reserve established by Agentof, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivablereason for, Eligible Investment Grade Receivablessuch reserve) including, Eligible Credit Card Receivableswithout limitation, 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 Dilution reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteriaif Dilution exceeds five percent (5%); 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.minus

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and Upon Borrower's requests made during the term Term, Lenders will make Loans to Borrower for the benefit of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers any Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of: of (i) such ▇▇▇▇▇▇’s Revolver Commitment, or the Revolving Loan Commitment or (ii) such ▇▇▇▇▇▇’s Pro Rata Share of an amount equal to seventy-five percent (75%) of Eligible Receivables; such amount shall be referred to herein as the lesser of: "Available Amount." Each request for a Loan must be accompanied by a certificate, signed by an officer of each Borrower, that (Ai) indicates the date and amount of the requested Loan; (ii) certifies that, as of the date of the certificate and the date of the requested Loan (both before and after giving effect thereto) each of the representations and warranties made by the Borrowers in this Agreement is true and accurate, that the Borrowers are in compliance with each of the covenants contained in this Agreement, and that no Default or Event of Default has occurred; and (iii) certifies the accuracy of an accompanying report ("Receivables Report"), which shall include an aging of all of the Borrowers' accounts receivable (as of a date not more than ten (10) Business Days prior to the date of the Loan request), and indicate the amount equal to (1) and composition of 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 timeEligible Receivables. (b) Amounts borrowed pursuant Borrower shall request each Loan not later than 4:00 p.m. (Boston, Massachusetts time) at least five (5) Business Days before the Business Day on which Borrower requests Lenders to this Section 2.1 may make such Loan; provided that Lenders need not make the initial Loan to be made hereunder until the second business day after the Interim Order is entered. Each such request shall be made in writing, and shall specify the requested date and amount of such Loan. Each such notice shall be irrevocable. Each telephonic request for a Loan shall be conclusively presumed to be made by a person authorized by Borrowers to do so and shall be confirmed in writing by delivery to Lenders of a written request the next Business Day. Subject to Subsection 2.1(a) hereof, each Loan shall be in an amount not less than $500,000 and in integral multiples of $100,000 each thereafter. All Loans shall be repaid and, subject in full upon the earlier to occur of (i) expiration of the terms and conditions Term as provided in Section 12 of this Agreement, reborrowed at any time during and (ii) the term acceleration of the Obligations pursuant to Subsection 11.2 of this Agreement. The If, at any time and for any reason, the outstanding principal amount of all Loans made pursuant to this Agreement shall exceed the Revolving LoansLoan Commitment, together with interest accrued and unpaid thereon, shall constitute Obligations and then each Borrower shall be due and payable on obligated to immediately pay to Lender, in cash, the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms amount of this Agreementsuch excess. (c) Anything The DDJ Lenders will make 60% of such Loans available 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 AgentBorrowers, and any changes to the eligibility criteria set forth in the definitions LLCP will make 40% 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 loans available to discuss Borrowers. Unless Borrowers are instructed otherwise in writing by the Reserve or increaseDDJ Lenders and LLCP, all payments made by Borrowers under this Agreement shall be paid 60% to DDJ (on behalf of all of the DDJ Lenders), 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 40% to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionLLCP.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term Lenders agree to lend to the Borrowers from time to time until the earlier of the Termination Date or the occurrence of either a Default or an Event of Default hereunder (the earlier of such date being hereinafter referred to as the "EXPIRATION DATE"), such sums, in a minimum amount(s) as set forth in Section 3.B hereof, as Borrowers may request from time to time by a Borrowing Notice pursuant to Section 3.C hereof; provided, however, that the aggregate principal amount of all loans outstanding under this AgreementSection 2.A.1 (individually, each Revolving Lender agrees a "REVOLVING LOAN" or "LOAN" or, collectively, the "REVOLVING LOANS" or "LOANS") plus the Stated Amount of all letters of credit issued pursuant to Section 2.B hereof (severally, not jointly or jointly and severallythe "LETTERS OF CREDIT") to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding shall not exceed Forty-Five Million Dollars ($45,000,000) (such amount hereinafter referred to exceed as the lesser of: (i) such ▇▇▇▇▇▇’s Revolver Commitment, or (ii) such ▇▇▇▇▇▇’s Pro Rata Share "COMMITMENT" and/or cumulatively for all Lenders as the or their "COMMITMENTS"). Each Borrowing of an amount equal Loans shall be made ratably from the Lenders in proportion 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 their respective Commitments. Subject to the terms and conditions hereof, the Borrowers may borrow or repay and reborrow hereunder, from the date hereof until the Expiration Date, either the full amount of the Commitments or any lesser sum in the minimum amounts referred to herein. If, at any time, the Loans plus the Stated Amount of outstanding Letters of Credit exceed the Commitment, the Borrowers shall immediately notify the Agent of the existence of and pay to the Agent the amount of such excess. The maximum amount of the Commitment of each Lender, which is also the maximum amount of Loans which each Lender agrees to extend to the Borrowers, shall be as set forth opposite its name on the applicable signature page hereof (subject to any reductions thereof pursuant to the terms hereof). For all purposes of this Agreement, reborrowed at any time during where a determination of the term of this Agreement. The outstanding principal unused or available amount of the Revolving LoansCommitment is necessary, together with interest accrued the Loans and unpaid thereon, shall constitute Obligations and the Letter of Credit Utilization shall be due deemed to utilize the Commitments. The obligations of the Lenders hereunder are several and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due not joint and payable pursuant no Lender shall under any circumstances be obligated to the terms of this Agreement. (c) Anything to the contrary extend credit hereunder in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise excess 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 DiscretionCommitment.

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 From time to time prior to the Revolving Credit Termination Date, each Lender severally agrees, on the terms and conditions of set forth in this Agreement, and during the term so long as no Default or Event of this AgreementDefault has occurred which is continuing, 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 Loans to the lesser of: (A) the amount equal Borrower from time to (1) the Maximum Revolver Amount, less (2) time in amounts such that the sum of (yi) the Letter of Credit Usage at such time, plus (z) the aggregate principal amount of Swing all Revolving Loans outstanding for such Lender plus (ii) the LC Exposure for such Lender does not exceed, in the aggregate at such any time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Lender's Revolving Credit Commitment. Each Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent under this Section 2.01(a) shall be in accordance with Section 2.1(c)), less (2) the sum an aggregate minimum principal amount of (x) the Letter $500,000, or any larger integral multiple of Credit Usage at such time$100,000, plus or, (y) if the principal aggregate amount of Swing Revolving Loans outstanding as of the date of such Borrowing (but without giving effect to such Borrowing) shall be at least $500,000, $100,000, (except that any such time. (b) Amounts borrowed pursuant to this Section 2.1 Borrowing may be repaid andin the aggregate amount of the unused Revolving Credit Commitments) and shall be made from the several Lenders ratably in proportion to their respective Revolving Credit Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.09 or Section 2.11, prepay Revolving Loans and reborrow at any time prior to the Revolving Credit Termination Date under this Section. Each Revolving Loan shall be a Prime Rate Loan or, subject to the terms and conditions of this AgreementArticle 8, 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 a Libor Loan if specified as such in the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms Notice of this AgreementBorrowing. (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 's Revolver Commitment, or (ii) such ▇▇▇▇▇▇’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. 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 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 US Unbilled Accounts, Eligible CashUS Investment Grade Accounts, Eligible Renewable Identification Numbers or Canadian Billed Accounts, Eligible Petroleum Asphalt Canadian Unbilled Accounts, Eligible Canadian Investment Grade Accounts, Eligible Inventory, Eligible 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 Reserve or change in eligibility criteria 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 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 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, 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. (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 and upon the terms and conditions of this Agreement, and during the term of this Agreementherein set forth, each Revolving Lender agrees (severally, severally and not jointly or jointly agrees, at any time and severally) from time to time on and after the Closing Date and prior to the Revolving Loan Maturity Date, to make revolving loans (“Revolving Loans”collectively, "REVOLVING LOANS") to Borrowers the Borrower, which Revolving Loans shall not exceed in an aggregate principal amount at any one time outstanding not to exceed the lesser of: (i) the Revolving Loan Commitment of such ▇▇▇▇▇▇’s Revolver Commitment, or Lender at such time minus (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 L/C Obligations at such time, plus (z) ; PROVIDED that at no time shall 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 aggregate outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Loans of all of the Lenders plus the L/C Obligations and of all of the Lenders exceed the Total Revolving Loan Commitment. The sum of the Revolving Loan Commitments of all of the Lenders (the "TOTAL REVOLVING LOAN COMMITMENT") as of the date hereof is $200,000,000. The Revolving Loans of each Lender made on the Closing Date 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 initially made as a Base Rate Loan or a Eurodollar Loan (subject to the other terms of this Agreement, including without limitation, Section 2.3 and Section 2.17) and may thereafter be maintained at the option of the Borrower as a Base Rate Loan or a Eurodollar Loan, in accordance with the provisions hereof. (b) Revolving Loans may be voluntarily prepaid pursuant to Section 2.11, and, subject to the other provisions of this Agreement, any amounts so prepaid may be reborrowed. Each Lender's Revolving Loan Commitment shall expire, and each Revolving Loan shall mature on, the Revolving Loan Maturity Date, without further action on the part of the Lenders or the Administrative Agent. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Each Borrowing of Revolving Loans shall have the right (but not the obligation) at any time, be in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The aggregate minimum amount of $500,000 or any Reserve established by Agent, and any changes to the eligibility criteria set forth integral multiple of $500,000 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 thereof.

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, 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.. ACTIVE 682292377v9 - 3 - (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 provided that all of the term of this Agreementconditions set forth in Sections 3.01 and 3.02 are satisfied to the Termination Date, each Revolving Lender agrees shall (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 CommitmentCredit Limit, 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, Credit Limit 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 (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 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 Bank 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. In the event that all of the Term A Loan Exposure (as such term is defined in the First Lien Credit Agreement) is repaid in full prior to the Maturity Date and no Default or Event of Default has occurred and is continuing, Agent and Lenders will upon written request of the Borrower received not less than sixty (60) days prior to the Maturity Date, extend the Maturity Date for one (1) year. (c) Anything to the contrary in this Section 2.1 2.01 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 Credit Limit. 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 Receivableits Permitted Discretion, 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 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 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 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 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”") in Dollars to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such ▇▇▇▇▇▇’s 's Revolver Commitment, or (ii) such ▇▇▇▇▇▇’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. 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 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 US Unbilled Accounts, Eligible CashUS Investment Grade Accounts, Eligible Renewable Identification Numbers Canadian Billed Accounts, Eligible Canadian Unbilled Accounts, Eligible Canadian Investment Grade Accounts, Eligible Inventory, Eligible Spare Parts Inventory, Eligible Chemicals Inventory, Eligible Generator Units, Eligible New or Uncontracted Generator Units and Eligible Petroleum Asphalt Other 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 criteria 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 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 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 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 prior to the term of this AgreementMaturity Date, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans denominated in Dollars (“Revolving Loans”) to Borrowers in an aggregate amount (after giving effect to such Revolving Loan) 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 (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)), whether delivered pursuant to Schedule 5.2 or otherwise) 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 prior to the term of this AgreementMaturity Date. 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; provided that Agent shall provide the Administrative Borrower with three (3) Business Days’ notice in writing (including by e-mail) at the time any such Reserve in a material amount is to be established or increased (during which period (i) the Agent shall, if requested, discuss such determination with the Administrative Borrower and (ii) the Administrative Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists or exists in a manner that would result in the establishment of a lower Reserve, in each case in a manner and to the extent reasonably satisfactory to the Agent); provided further that a non-willful failure of Agent to so provide such notice to the Administrative Borrower or to discuss such determination with the Administrative Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of a Reserve to be ineffective. The amount of any Receivables 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;