Exhibit 10.1

Execution Version

SUPPLY AND OFFTAKE AGREEMENT

dated as of June 1, 2015

between

J. ARON & COMPANY

and

HAWAII INDEPENDENT ENERGY, LLC

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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Schedules

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SUPPLY AND OFFTAKE AGREEMENT

This Supply and Offtake Agreement (this “ Agreement ”) is made as of June 1, 2015 (the “ Effective Date ”), between J. Aron & Company (“ Aron ”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Hawaii Independent Energy, LLC (the “ Company ”), a Hawaii limited liability company, located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a “ Party ” or collectively as the “ Parties ”).

WHEREAS , the Company owns and operates a crude oil refinery located in Kapolei, Hawaii (the “ Refinery ”) for the processing and refining of Crude Oil (as defined below) and other feedstocks and the recovery therefrom of refined products;

WHEREAS , the Company desires to have Aron deliver Crude Oil to the Company for use at the Refinery and purchase all Products (as defined below) upon and subject to the terms and conditions set forth below;

WHEREAS , it is contemplated that on the Commencement Date (as defined below), Aron will purchase from the Company or Existing Supplier/Offtaker (as defined below) all Crude Oil and Products then being held by either entity at the Included Locations (as defined below);

WHEREAS , the Parties have agreed that, for the Term of this Agreement, the Company will provide professional consulting, liaison, and other related services to assist Aron in the marketing and sale of the refined products acquired by Aron hereunder in accordance with the terms and conditions of the Marketing and Sales Agreement (as defined below); and

WHEREAS , it is contemplated that upon the termination of this Agreement, Aron will sell and the Company will purchase all of Aron’s Crude Oil and Products inventory held at the Included Locations in accordance with the term and conditions of the Step-Out Inventory Sales Agreement (as defined below) and Aron will transfer to the Company, through novations or reassignments, various contractual rights pursuant to the termination provisions provided herein;

NOW, THEREFORE , in consideration of the premises and respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions .

For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

“ ABL Credit Agreement ” means that certain ABL Credit Agreement, dated as of September 25, 2013 (as amended by that First Amendment and Waiver to ABL Credit Agreement dated as of February 7, 2014, that Second Amendment and Waiver to ABL Credit Agreement dated as of March 30, 2015, and as further amended, restated, supplemented or otherwise modified from time to time), by and among Hawaii Independent Energy, LLC, formerly known as Tesoro Hawaii, LLC, a Hawaii limited liability company, its subsidiaries party thereto, and each other entity that becomes a borrower thereunder, as borrowers, Hawaii Pacific Energy, LLC, a Delaware limited liability company, as guarantor, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent.

“ Acceptable Account Debtors ” means such account debtors as Aron, in its reasonable judgment, from time to time determines are acceptable as account debtors for purposes of determining whether an Account will qualify as an Eligible Receivable for purposes hereof; provided that:

(a) each of the Initial Acceptable Account Debtors shall constitute an Acceptable Account Debtor for purposes hereof, subject to clause (c) below;

(b) from time to time the Company may propose to Aron that a new entity constitute an Acceptable Account Debtor for purposes hereof, in which case Aron shall make an examination and evaluation of such entity and determine whether to accept such entity as Acceptable Account Debtor; provided further that (i) in connection with such proposal, the Company shall obtain and provide to Aron such information as Aron shall reasonably request in connection with its determination as to whether such entity shall be accepted as an Acceptable Account Debtor; (ii) based on such information and such factors and considerations as Aron deems relevant, but in any event consistent with the standards and practices that Aron and its Affiliates generally and consistently apply in evaluating the eligibility of receivables in the context of secured financing transactions, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits) and reputational considerations relating to such entity, Aron will promptly endeavor to make such determination and apprise the Company thereof, (iii) such entity shall only be accepted as and constitute an Acceptable Account Debtors if Aron, in its reasonable judgment makes an affirmative decision that such entity be so accepted, and (iv) once added to the list of Acceptable Account Debtors, such entity shall be subject to clause (c) below;

(c) An entity that at any time constitutes an Acceptable Account Debtor may, upon ten (10) Business Days’ prior written notice by Aron to the Company, be removed from such status and cease to be an Acceptable Account Debtor for purposes hereof; provided that Aron bases such determination on such information and such factors and considerations as Aron deems relevant in its commercially reasonable judgment, but in any event consistent with the standards and practices that Aron and its Affiliates generally and consistently apply in evaluating the eligibility of receivables in the context of secured financing transactions, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits) and reputational considerations relating to such entity; and provided further that if the Company objects to such change in status and so notifies Aron in writing of its objection prior to the expiration of such ten (10) Business Day period, then such change in status shall not take effect until three (3) Business Days after the end of such ten (10) Business Day period, during which the Parties shall confer and the Company may provide any additional information regarding Aron’s determination; and

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Notwithstanding the foregoing paragraphs (b) and (c), for any account debtor that posts (i) a customary trade letter of credit from a US bank, the US branch of a foreign branch or an Acceptable Foreign Bank that has an Investment Grade Rating, or (ii) cash collateral, to support its payment obligations with respect to any account, any credit-based considerations (but excluding other considerations which are not credit-based) made by Aron in making its determination as to whether such account debtor shall be accepted as or remain as an Acceptable Account Debtor shall be deemed to have been satisfied.

“ Acceptable Foreign Bank ” means any foreign bank or non-US branch of a foreign bank that is acceptable to Aron in accordance with its internal policies and procedures in effect from time to time, consistently applied.

“ Accounts ” means all present and future accounts, as defined in the UCC, of the Company.

“ Additional Product Transaction ” has the meaning specified in the Marketing and Sales Agreement.

“ Affected Obligations ” has the meaning specified in Section 17.3 .

“ Affected Party ” has the meaning specified in Section 17.1 .

“ Affiliate ” means, in relation to any Person, any entity controlled, directly or indirectly, by such Person, any entity that controls, directly or indirectly, such Person, or any entity directly or indirectly under common control with such Person. For this purpose, “control” of any entity or Person means ownership of a majority of the issued shares or voting power or control in fact of the entity or Person; provided, however, a Permitted Holder shall not be deemed to be an Affiliate of the Company.

“ Agency Agreement ” means that certain Agency Agreement by and between the Company and Aron, dated as of even date herewith.

“ Aggregate Monthly Product Sales Fee ” has the meaning specified in Section 7.6 .

“ Aggregate Monthly Purchased Products Fee ” has the meaning specified in Section 8.8 .

“ Aggregate Purchase Proceeds ” has the meaning specified in Section 7.5(b)(iv)(A) .

“ Aggregate Sale Receipts ” has the meaning specified in Section 7.5(a)(iv)(A) .

“ Ancillary Contract ” has the meaning specified in Section 20.1(c) .

“ Ancillary Costs ” means, to the extent reasonably demonstrated by Aron by trade ticket, invoice or other supporting documentation, all freight, pipeline, transportation, storage, tariffs and other costs and expenses incurred as a result of the purchase, movement and storage of

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Crude Oil or Products undertaken in connection with or required for purposes of this Agreement (whether or not arising under Aron Procurement Contracts and regardless of the point at which or terms upon which delivery is made under any such Aron Procurement Contract), including, ocean-going freight and other costs associated with waterborne movements, inspection costs and fees, wharfage, port and dock fees, vessel demurrage, lightering costs, ship’s agent fees, import charges, waterborne insurance premiums, fees and expenses, broker’s and agent’s fees, load or discharge port charges and fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under this Agreement), pipeline and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund and other comparable fees, processing fees (including fees for water or sediment removal or feedstock decontamination), merchandise processing costs and fees, any charges imposed by any Governmental Authority (including transfer taxes (but not taxes on the net income of Aron) and customs and other duties), user fees, fees and costs for any credit support provided to any third party with respect to any transactions contemplated by this Agreement and any pipeline compensation or reimbursement payments that are not timely paid by the pipeline to Aron. Notwithstanding the foregoing, the following shall not be considered Ancillary Costs: (i) Aron’s hedging costs in connection with this Agreement or the transactions contemplated hereby (but such exclusion shall not change or be deemed to change the manner in which Related Hedges are addressed under Articles 19 and 20 below), (ii) any costs for which Aron has otherwise been compensated under this Agreement and the Transaction Documents by the inclusion of the full amount thereof in any other payment made hereunder, including pursuant to any true-up, adjustment, or netting mechanism provided for thereunder, or (iii) any costs which Aron has agreed, in accordance with the express terms hereof, shall be solely for Aron’s own account.

“ Applicable Law ” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either Party or the subject matter of this Agreement.

“ Aron Crude Purchases ” means, for any month, any volumes delivered under Aron Procurement Contracts during such month.

“ Aron Procurement Contract ” means a procurement contract entered into by Aron for the purchase or sale of Crude Oil to be processed or sold at the Refinery, which may be (i) a contract with any Third Party Supplier or third party purchaser of Crude Oil (other than the Company or an Affiliate of the Company) or a contract with the Company (or an Affiliate of the Company) or such other contract to the extent the Parties deem such contract to be an Aron Procurement Contract for purposes hereof or (ii) a contract with the Company entered into pursuant to Section 5.3(g)(i) which shall provide for the purchase by Aron from the Company of Crude Oil delivered to Aron at the Crude Intake Point.

“ Aron’s Policies and Procedures ” shall have the meaning specified in Section 14.4(a) .

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“ Arrangement Fee ” has the meaning assigned to such term in the Fee Letter.

“ Assignment of Claims Act ” means the Assignment of Claims Act of 1940, as it may be amended from time to time, together with all regulations promulgated from time to time in respect thereof.

“ Bank Holiday ” means any day (other than a Saturday or Sunday) on which banks are authorized or required to close in the State of New York.

“ Bankrupt ” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) causes or is subject to any event with respect to which, under Applicable Law, has an analogous effect to any of the foregoing events, (x) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within fifteen (15) days or (xi) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.

“ Bankruptcy Code ” means chapter 11 of Title 11, U.S. Code.

“ Barrel ” means forty-two (42) net U.S. gallons, measured at 60° F.

“ Base Agreements ” means any agreements hereafter entered into between the Company and a third party pursuant to which the Company acquires any rights to use Included Product Pipelines or the Included Product Tanks.

“ Best Available Inventory Data ” means daily inventory reports produced by the Company or third parties in respect of the Crude Storage Tanks, Included Product Tanks and Included Product Pipelines, in the form specified in Schedule H .

“ Billing Due Report ” has the meaning as specified in Section 11.7(a) .

“ BPH Pipelines ” has the meaning specified on Schedule U .

“ BS&W ” means basic sediment and water.

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“ Business Day ” means any day that is not a Saturday, Sunday, or Bank Holiday.

“ Change of Control ” means an event or series of events by which:

(a) the Pledgor at any time ceases to own 100% of the Equity Interests of the Company;

(b) Par Petroleum Corporation (“ Par Petroleum ”) at any time ceases to own 100% of the Equity Interests of the Pledgor;

(c) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding the Permitted Holders or any employee benefit plan of such person or its subsidiaries, any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “ option right ”)), directly or indirectly, of 30% or more of the Equity Interests of Par Petroleum entitled to vote for members of the board of directors or equivalent governing body of Par Petroleum on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(d) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Par Petroleum cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(e) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of, the power to exercise, directly or indirectly, a controlling influence over the management or policies of Par Petroleum, or control over the equity securities of Par Petroleum entitled to vote for members of the board of directors or equivalent governing body of Par Petroleum on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities and such contract or arrangement shall have continued in effect for 30 consecutive days.

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“ Collateral ” has the meaning specified in the Lien Documents.

“ Commencement Date ” has the meaning specified in Section 2.3.

“ Commencement Date Crude Oil Volumes ” means the total quantity of Crude Oil in the Crude Storage Tanks purchased by Aron on the Commencement Date, pursuant to the Inventory Sales Agreements.

“ Commencement Date Products Volumes ” means the total quantities of the Products in the Product Storage Facilities purchased by Aron on the Commencement Date, pursuant to the Inventory Sales Agreements.

“ Commencement Date Purchase Value ” means, with respect to the Commencement Date Volumes, initially the Estimated Commencement Date Value until the Definitive Commencement Date Value has been determined and thereafter the Definitive Commencement Date Value.

“ Commencement Date Volumes ” means, collectively, the Commencement Date Crude Oil Volumes and the Commencement Date Products Volumes.

“ Commercial Accounts ” means all Accounts other than Government Accounts.

“ Company Included Locations ” has the meaning specified in the Storage Facilities Agreement.

“ Company Inventory Sales Agreement ” means the purchase and sale agreement, in form and in substance mutually agreeable to the Parties, dated as of the Commencement Date, pursuant to which the Company is selling and transferring to Aron the portion of the Commencement Date Volumes then owned by the Company for the Commencement Date Purchase Value related thereto, free and clear of all liens, claims and encumbrances of any kind, other than Permitted S&O Liens.

“ Company Purchase Agreement ” has the meaning specified in the Marketing and Sales Agreement.

“ Company Sourcing Transaction ” has the meaning specified in Section 18.2(o) .

“ Contract Nominations ” has the meaning specified in Section 5.4(b) .

“ Counterparty Crude Sales Fee ” means, with respect to any month, the sum of all Crude Sales Fees relating to all Counterparty Crude Sales.

“ Counterparty Crude Sales ” means all sales of Barrels of Crude Oil under Aron Procurement Contracts made by Aron during any month at the direction of the Company to a counterparty other than the Company.

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“ Crude Buy Leg ” has the meaning specified in Section 5.3(e) .

“ Crude Delivery Point ” means the outlet flange of the Crude Storage Tanks.

“ Crude Differential ” means the Differential applicable to the Current Month Pricing Benchmark for Crude Oil as specified in Schedule B and adjusted monthly pursuant to Schedule K .

“ Crude Differential Adjustment Settlement Amount ” has the meaning specified in Schedule K .

“ Crude Intake Point ” means the inlet flange of the Crude Storage Tanks.

“ Crude Oil ” means crude oil of any type or grade, excluding any Sludge.

“ Crude Procurement Request ” has the meaning specified in Section 5.3(b) .

“ Crude Sales Fee ” means, for any month, the number of Barrels sold by Aron in connection with any Counterparty Crude Sale multiplied by the Crude Sales Fee Rate for such Counterparty Crude Sale.

“ Crude Sales Fee Rate ” means, with respect to any Counterparty Crude Sale under which Aron is seller, the fee per Barrel agreed to by Aron and the Company in connection with such Counterparty Crude Sale that shall be due from the Company to Aron with respect to each Barrel sold thereunder.

“ Crude Sell Leg ” has the meaning specified in Section 5.3(e) .

“ Crude Storage Tanks ” means any of the tanks at the Refinery listed on Schedule E that store Crude Oil.

“ Current Deferred Payment Amount ” has the meaning specified on Schedule F .

“ Current Month Pricing Benchmark(s) ” means, for any month and with respect to a particular Pricing Group, the pricing index, formula or benchmark plus or minus the applicable Differential (if any) set forth on and determined in accordance with Schedule B for such month.

“ Customer ” has the meaning specified in the Marketing and Sales Agreement.

“ Daily Prices ” means, with respect to a particular grade of Crude Oil or type of Product, the pricing index, formula or benchmark indicated on Schedule B as the relevant daily price.

“ Daily Product Purchases ” means, for any day and Product Group, Aron’s estimate of the aggregate volume of such Product purchased during such day pursuant to Included Purchase Transactions.

“ Daily Product Sales ” means, for any day and Product Group, Aron’s estimate of the aggregate sales volume of such Product sold during such day, pursuant to (a) any Included Sales Transaction, and (b) any Additional Product Transaction.

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“ Default ” means any event that, with notice or the passage of time, would constitute an Event of Default.

“ Default Interest Rate ” means the lesser of (i) the per annum rate of interest calculated on a daily basis using the prime rate published in the Wall Street Journal for the applicable day (with the rate for any day for which such rate is not published being the rate most recently published) plus two hundred (200) basis points and (ii) the maximum rate of interest permitted by Applicable Law.

“ Defaulting Party ” has the meaning specified in Section 19.2(a) .

“ Deferral Arrangement Fee ” has the meaning specified in the Fee Letter.

“ Deferral Fee ” has the meaning specified in Schedule F .

“ Deferred Payment Availability Fee ” has the meaning specified in Schedule F .

“ Deferred Payment Termination Date ” has the meaning specified in Section 11.6(b) .

“ Deferred Payment Credit Support Amount ” means, as of any day, the product of (i) 0.85 and (ii) sum of (A) the Eligible Receivables as most recently reported by the Company pursuant to Section 11.7(a) and subject to any adjustments by Aron pursuant to Section 11.7(b) ; and (B) the Eligible Hydrocarbon Inventory Value as of such day.

“ Definitive Commencement Date Value ” has the meaning specified in the Inventory Sales Agreements.

“ Delivery Date ” means any calendar day.

“ Delivery Month ” means (i) the month in which Crude Oil is to be delivered to the Refinery in accordance with the relevant Procurement Contract, or (ii) the month in which Product is to be delivered to the Refinery in accordance with the relevant Refinery Product Contract or Included Product Contract.

“ Delivery Point ” means a Crude Delivery Point or a Products Delivery Point, as applicable.

“ Deposit Account Control Agreement ” means an agreement in writing, in form and substance reasonably satisfactory to Aron, by and among Aron, the Company and the bank at which the Receivables Collection Account is at any time maintained which provides that such bank will comply with instructions originated by Aron directing disposition of the funds in the deposit account without further consent by the Company and has such other terms and conditions as Aron may reasonably require.

“ Designated Affiliate ” means, in the case of Aron, Goldman, Sachs & Co., and in the case of the Company, Par Petroleum Corporation and the Pledgor.

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“ Differential ” means, for each Current Month Pricing Benchmark, the amount added to or subtracted from the reference pricing source to determine such Current Month Pricing Benchmark. The Differentials applicable during the Term, as shall be set forth on Schedule B and as may be adjusted from time to time pursuant to Section 7.4 .

“ Differential Adjustment Month ” has the meaning specified in Section 7.4(d) .

“ Disposed Quantity ” has the meaning specified in Section 9.4(a) .

“ Disposition Amount ” has the meaning specified in Section 9.4(a) .

“ Effective Date ” has the meaning specified in the introductory paragraph of this Agreement.

“ Eligible Hydrocarbon Inventory ” means, as of any day, the Hydrocarbons (including, for the avoidance of doubt, gasoline blendstock) owned by the Company and held for sale or that consists of raw materials and, in each case, that are subject to a valid, first priority perfected Lien and security interest in favor of Aron, including, without limitation, at any time and with respect to any such Hydrocarbons, the aggregate volume of such Hydrocarbons constituting linefill; provided that, unless Aron shall otherwise elect in its reasonable discretion, Eligible Hydrocarbon Inventory shall not include any Hydrocarbon:

(a) that is held on consignment or not otherwise owned by the Company;

(b) that is obsolete or returned or repossessed or used goods taken in trade;

(c) that is unmerchantable, constitutes Sludge or damaged product or constitutes product that is permanently off-spec;

(d) that is subject to any other Lien whatsoever (other than Permitted Liens (as defined in the Pledge and Security Agreement));

(e) that consists solely of chemicals (other than commodity chemicals maintained in bulk), samples, prototypes, supplies, or packing and shipping materials;

(f) that has been sold to a customer of the Company;

(g) that is not (i) located at a location owned or leased by the Company and set forth on Schedule V hereto, or (ii) in transit between any such locations (other than via pipeline movement within the Refinery and Storage Facilities);

(h) that is not currently either usable or salable, at market price, in the normal course of the Company’s business;

(i) that contains or bears any Intellectual Property (as defined in the Pledge and Security Agreement) licensed to the Company by any Person, if it would restrict Aron from selling or otherwise disposing of such Hydrocarbon Inventory in accordance with the terms of the Pledge and Security Agreement without infringing the rights of the

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licensor of such Intellectual Property or violating any contract with such licensor (and without payment other than any ordinary course royalty payments or similar payments due with respect to the sale or disposition of such Inventory pursuant to the applicable license agreement for such Intellectual Property) and as to which the Company has not delivered to Aron a consent or sublicense agreement from such licensor in form and substance acceptable to Aron if requested; and

(j) that is not identified on Schedule X , unless otherwise mutually agreed by the Parties.

“ Eligible Hydrocarbon Inventory Value ” means, as of any day, the aggregate value of the then existing Eligible Hydrocarbon Inventory, determined based on the applicable then current Daily Prices; provided that to the extent the price of any such Eligible Hydrocarbon Inventory is hedged under Swap Contracts (as defined in the Pledge and Security Agreement), such aggregate value shall be increased or decreased (as appropriate) by the then current aggregate mark-to-market value of such Swap Contracts as determined by Aron based on its then current methodology for marking outstanding positions; provided further that such Swap Contracts shall only include those that have been designated by the Company (which designation shall be no less frequent than monthly) to hedge the Company’s price exposure with respect to Eligible Hydrocarbon Inventory.

“ Eligible Receivables ” means Accounts created by the Company that in each case satisfy the criteria set forth below as reasonably determined by Aron:

(a) such Accounts arise from the actual and bona fide sale and delivery of refined petroleum products by the Company to an Acceptable Account Debtor in the ordinary course of the Company’s business which transactions are completed in accordance with the terms and provisions contained in any documents related thereto and are evidenced by an invoice delivered to the relevant Acceptable Account Debtor;

(b) such Accounts (i) are not unpaid more than fifteen (15) days after the original due date therefor and (ii) are not unpaid more than forty-five (45) days after the date of the original invoice thereof;

(c) such Accounts comply with the following terms and conditions: (i) the amounts shown on any invoice delivered to Aron or schedule thereof delivered to Aron shall be true and complete, (ii) no payments shall be made thereon except payments immediately delivered to the Receivables Collection Account, (iii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Acceptable Account Debtor except for credits, discounts, allowances or extensions made or given in the ordinary course of the Company’s business in accordance with practices and policies previously disclosed to Aron and (iv) none of the transactions giving rise thereto will violate any Applicable Law, all documentation relating thereto will be legally sufficient under such Applicable Law and all such documentation will be legally enforceable in accordance with its terms;

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(d) such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;

(e) such Accounts do not consist of percentage of completion accounts or progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon the Company’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if Aron shall have received an agreement in writing from the Acceptable Account Debtor, in form and substance reasonably satisfactory to Aron, confirming the unconditional obligation of the account debtor to take the goods related thereto and pay such invoice;

(f) such Accounts are not owing by creditors of or suppliers to the Company or an Affiliate or employee of the Company, excluding HIE Retail and the Mid Pac Group;

(g) if such Accounts arise from the sale and delivery of refined petroleum products by the Company to HIE Retail and the Mid Pac Group, such sale shall have arisen in the ordinary course of the Company’s or such Affiliate’s business, be made upon fair and reasonable terms not less favorable to the Company or such Affiliate than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate of the Company, be promptly invoiced upon delivery and provide for payment thereunder being due no later than three Business Days after invoicing; provided that the amount of such Accounts from HIE Retail or the Mid Pac Group taken individually shall not constitute more than ten percent (10%) of the sum of all Eligible Receivables at any time (but the portion of the Accounts not in excess of such percentage shall be deemed Eligible Receivables); provided further that the aggregate amount of such Accounts shall not constitute more than eighteen percent (18%) of the sum of all Eligible Receivables at any time (but the portion of the Accounts not in excess of such percentage shall be deemed Eligible Receivables);

(h) there are no facts, events or occurrences which would materially impair the validity, enforceability or collectability of such Accounts or reduce the amount payable or materially delay payment thereunder;

(i) such Accounts are subject to the first priority, valid and perfected security interest in favor of Aron pursuant to the Lien Documents and each Acceptable Account Debtor has been instructed that all payments in respect of such Accounts are to be made directly to the Receivables Collection Account;

(j) such Accounts are not subject to any other Liens and any goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any Liens, in each case, other than Permitted S&O Liens;

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(k) neither the Acceptable Account Debtor nor any officer or employee of the Acceptable Account Debtor with respect to such Accounts is an officer, employee, agent or Affiliate of the Company;

(l) there are no proceedings or actions which are pending or, to the knowledge of the Company, threatened against the account debtor with respect to such Accounts which might result in any material adverse change in any such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);

(m) such Account is not owed by an account debtor that has (i) applied for, suffered, or consented to the appointment of any receiver, interim receiver, receiver-manager, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, interim receiver, receiver-manager, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case or other Insolvency Proceeding under any Federal, State, foreign or other bankruptcy laws (other than post-petition accounts payable of an account debtor that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to Aron), (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(n) such Account is not owed by an account debtor that has sold all or substantially all its assets (unless such Account has been assumed by a Person that shall have acquired such assets and otherwise satisfies the requirements set forth in this definition);

(o) such Account is not owed by an account debtor that has Accounts classified as ineligible under clause (b) above which constitute more than twenty-five percent (25%) of the total Accounts of such account debtor;

(p) the account debtor is not located in a state requiring the filing of a “Notice of Business Activities Report” or similar report in order to permit the Company to seek judicial enforcement in such State of payment of such Account, unless the Company has qualified to do business in such state or has filed a “Notice of Business Activities Report” or equivalent report for the then current year or such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost;

(q) such Accounts do not include any billing for interest, fees or late charges (but the portion of the Accounts in excess of such amounts shall be deemed Eligible Receivables if such Accounts are otherwise Eligible Receivables);

(r) which indicates any Person other than the Company as payee or remittance party or is owed in any currency other than U.S. dollars;

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(s) which is owed by an account debtor (i) that maintains its chief executive office in the United States and is organized under applicable law of the United States or any State of the United States or (ii) (A) that maintains an Investment Grade Rating, (B) the obligations of which under any Account that is to be an Eligible Receivable are supported by a customary trade letter of credit from a US bank, the US branch of a foreign branch or an Acceptable Foreign Bank that has an Investment Grade Rating or (C) the obligations of which under any Account that is to be an Eligible Receivable are supported by credit insurance that is in form and substance and by an issuer reasonably satisfactory to Aron;

(t) such Accounts are owed by account debtors that at all times are Acceptable Account Debtors;

(u) no portion of any such Accounts is evidenced by a promissory note or other instrument or by chattel paper;

(v) such Accounts are not otherwise subject to any potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, rebate, credit or allowance (provided that if such Accounts are otherwise Eligible Receivables, the portion of such Accounts in excess of the amount at any time and from time to time owed by the Company to the Acceptable Account Debtor or claimed owed by such Acceptable Account Debtor may be deemed Eligible Receivables);

(w) if the Account is a Commercial Account, then it shall be an Eligible Receivable only if it satisfies the following additional criteria:

(I) the aggregate amount of such Accounts owing by a single account debtor do not constitute more than twenty-five percent (25%) of the sum of all Eligible Receivables (but the portion of the Accounts not in excess of such percentage shall be deemed Eligible Receivables);

(II) the account debtors with respect to such Accounts are not any foreign government, the United States of America, any State, political subdivision, department, agency or instrumentality thereof; and

(III) such Accounts are owed by account debtors whose total indebtedness to such the Company does not exceed the credit limit with respect to such account debtors as determined by the Company from time to time, to the extent such credit limit as to any account debtor is established consistent with the current practices and policies of the Company as of the Commencement Date and such credit limit is reasonably acceptable to Aron (but the portion of the Accounts not in excess of such credit limit may be deemed Eligible Receivables if such Accounts are otherwise Eligible Receivables); and

(x) if the Account is a Government Account and otherwise satisfies the criteria for an Eligible Receivable it shall be an Eligible Receivable except for any portion thereof:

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(I) against which the applicable U.S. Governmental Authority has exercised its right of setoff or deduction or has formally notified the Company of its intention to do so;

(II) to the extent such Government Account is offset by a deferred revenue deposit related to such Government Account (but only to the extent of such deferred revenue deposit; provided, if and to the extent any such deferred revenue deposit exceeds the related Government Account (such excess, the “Deferred Revenue Excess”), such Deferred Revenue Excess shall further reduce the total Eligible Receivables on a dollar for dollar basis); and

(III) as to which the Company shall not have executed a Notice of Assignment and an Instrument of Assignment with respect to the underlying Government Contract and any other agreements, instruments and documents and performed all acts that Aron may reasonably require to ensure compliance with the Assignment of Claims Act (or any other similar state laws); provided, however, that the filing of such Notice of Assignment and Instrument of Assignment with the applicable U.S. Governmental Authority shall not occur until required pursuant to the Lien Documents;

provided that, in determining the amount of the Accounts to be included in as Eligible Receivables, the face amount of an Account shall be reduced, to the extent not reflected in such face amount, by (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the Company may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)); (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Company to reduce the amount of such Account or (iii) the amount of any Reserve established for such Accounts by Aron.

“ Ending In-Tank Crude Inventory ” has the meaning specified in Section 9.2(a) .

“ Ending In-Tank Product Inventory ” has the meaning specified in Section 9.2(a) .

“ Environmental Law ” means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or

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options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Equity Pledge Agreement ” means the Equity Pledge Agreement, dated as of the Commencement Date, by and between Pledgor and Aron, pursuant to which Pledgor shall pledge to Aron, and grant Aron a first lien in, all Equity Interests of the Company.

“ ERISA ” has the meaning specified in the Pledge and Security Agreement.

“ EST ” means the prevailing time in the Eastern time zone.

“ Estimated Commencement Date Value ” has the meaning specified in the Inventory Sales Agreements.

“ Estimated Daily Net Crude Sales ” has the meaning specified in Section 10.1(c)(i) .

“ Estimated Daily Net Product Sales ” has the meaning specified in Section 10.1(c)(ii) .

“ Estimated Termination Amount ” has the meaning specified in Section 20.2(b) .

“ Estimated Yield ” has the meaning specified in Section 8.3(a) .

“ Event of Default ” means an occurrence of the events or circumstances described in Section 19.1 .

“ Excess Quantity ” has the meaning specified in Section 7.10(a) .

“ Excluded Materials ” means any materials other than Crude Oil or Products.

“ Existing Financing Agreements ” means the Financing Agreements listed on Schedule L .

“ Existing Supplier/Offtaker ” means Barclays Bank PLC, a public limited company organized under the laws of England and Wales.

“ Existing Supplier/Offtaker Inventory Sales Agreement ” means the purchase and sale agreements, in form and in substance reasonably satisfactory to Aron, dated as of the Commencement Date, pursuant to which the Existing Supplier/Offtaker and the Company is selling and transferring to Aron the portion of the Commencement Date Volumes then owned by the Existing Supplier/Offtaker and the Company for the Commencement Date Purchase Value related thereto, free and clear of all liens, claims and encumbrances of any kind, other than Permitted S&O Liens.

“ Expiration Date ” has the meaning specified in Section 3.1 .

“ Fed Funds Rate ” means the rate set forth in H.15(519) or in H.15 Daily Update for the most recently preceding Business Day under the caption “Federal funds (effective)”; provided that if no such rate is so published for any of the immediately three preceding Business Days,

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then such rate shall be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged by each of three leading brokers of U.S. dollar Federal funds transactions prior to 9:00 a.m., EST, on that day, which brokers shall be selected by Aron in a commercially reasonable manner. For purposes hereof, “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System, available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/, or any successor site or publication and “H.15 Daily Update” means the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update/, or any successor site or publication.

“ Fee Letter ” means that certain letter from Aron to the Company, executed on or after the date hereof and as from time to time thereafter amended and/or restated, which identifies itself as the “Fee Letter” for purposes hereof, and pursuant to which the Parties have set forth the amounts for and other terms relating to certain fees payable hereunder.

“ FIFO Balance Final Settlement ” has the meaning specified in Schedule N .

“ Financing Agreement ” means any credit agreement, indenture or other financing agreement under which the Company or any of its Affiliates may incur or become liable for indebtedness for borrowed money (including capitalized lease obligations and reimbursement obligations with respect to letters of credit) but only if the covenants thereunder limit or otherwise apply to any of the business, assets or operations of the Company and/or any of its Subsidiaries.

“ Force Majeure ” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty could be settled by acceding to any demands of any such labor group of individuals and whether or not involving employees of the Company or Aron); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of, explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to avoid or overcome. Solely for purposes of this definition, the failure of any Third Party Supplier to deliver Crude Oil pursuant to any Aron Procurement Contract, whether as a result of Force Majeure as defined above, “force majeure” as defined in such Aron Procurement Contract, breach of contract by such Third Party Supplier or any other reason, shall constitute an event of Force Majeure for Aron under this Agreement with respect to the quantity of Crude Oil subject to that Aron Procurement Contract.

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“ Framework Agreement ” means that certain Framework Agreement, dated as of September 25, 2013 (as may be amended, restated, supplemented or otherwise modified from time to time), by and among Tesoro Hawaii, LLC, a Hawaii limited liability company, Hawaii Pacific Energy, LLC, a Delaware limited liability company, and Existing Supplier/Offtaker.

“ FTZ ” means a foreign trade zone authorized in accordance with the Foreign Trade Zone Act of 1934.

“ GAAP ” means generally accepted accounting principles in the U.S. set out in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time.

“ Government Accounts ” means Accounts owing directly by any U.S. Governmental Authority to a Loan Party under a prime contract entered into between such U.S. Governmental Authority and such Loan Party.

“ Governmental Authority ” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any person purporting to act therefor.

“ Hazardous Substances ” means any explosive or radioactive substances or wastes and any toxic or hazardous substances, materials, wastes, contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” (or similarly identified), regulated under or forming the basis for liability under any applicable Environmental Law.

“ HIE Retail ” means HIE Retail, LLC, a Hawaii limited liability company.

“ Honolulu 10 Inch Pipeline ” has the meaning specified on Schedule U .

“ HST ” means the prevailing time in Hawaii.

“ Hydrocarbons ” means crude oil, intermediate feedstocks, blendstocks, and finished and unfinished petroleum products, including without limitation, asphalt, gasoline, diesel fuels, fuel oil and jet fuels; provided that such term shall not include solvents.

“ Identified Facilities ” has the meaning specified in Section 14.4(a) .

“ Included Company Product Tanks ” means all Included Product Tanks owned by the Company or any Affiliate of the Company.

“ Included Locations ” means, collectively, the Crude Storage Tanks and the Product Storage Facilities, as more particularly described on Schedule E and Schedule U .

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“ Included Product Pipelines ” means the Product pipelines or sections thereof owned or leased by the Company or by a third party that is listed on Schedule U , as such schedule may from time to time be amended by the Parties.

“ Included Product Tanks ” means the Product storage tanks owned and operated by the Company or by third parties as further identified and described on Schedule E , including, as applicable with respect to the inventory report provided by such third party, any related facilities or pipelines used in connection with such tanks.

“ Included Purchase Transaction ” means (i) an agreement entered into by Aron at the request of the Company under Section 2.3 of the Marketing and Sales Agreement, pursuant to which Aron purchases any Products from a third party (a “ Product Supplier ”), or (ii) an agreement with the Company entered into pursuant to Section 8.1(c)(i) which shall provide for purchase by Aron from the Company of Products delivered to Aron at the Products Intake Point.

“ Included Sales Transaction ” has the meaning specified in the Marketing and Sales Agreement.

“ Included Tanks ” means the Crude Storage Tanks and Included Product Tanks, as more particularly described on Schedule E .

“ Included Third Party Product Tanks ” means any Included Product Tanks other than Included Company Product Tanks.

“ Independent Inspection Company ” has the meaning specified in Section 12.3 .

“ Index Purchase Value ” has the meaning specified in Section 7.5(b)(iv)(B) .

“ Index Sale Value ” has the meaning specified in Section 7.5(a)(iv)(B) .

“ Infrared Thermography ” means the use of infrared images taken on four sides of each tank with the average value determined used to determine the level of Sludge from the appropriate strapping table, with values adjusted from Gross Standard Volume (GSV) to reflect Sludge volumes.

“ Initial Acceptable Account Debtors ” means the entities listed on Schedule T hereto.

“ Initial Estimated Yield ” has the meaning specified in Section 2.1(v) .

“ Initial Margin Amount ” has the meaning specified in Section 4.3 .

“ Interim Differential Adjustment Month ” has the meaning specified in Section 7.4(d) .

“ Interim Payment ” has the meaning specified in Section 10.1(a) .

“ Inventory Report ” has the meaning as specified in Section 11.7(a) .

“ Inventory Sales Agreements ” means the Company Inventory Sales Agreement and the Existing Supplier/Offtaker Inventory Sales Agreement.

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“ Investment Grade Rating ” means a rating of BBB- or better by Standard & Poor’s Rating Services and Baa3 or better by Moody’s Investors Service, Inc.

“ Latest Commencement Date ” has the meaning specified in Section 2.3(a) .

“ Liabilities ” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “ Costs ”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.

“ LIBOR ” means, as of the date of any determination, the London Interbank Offered Rate for three-month U.S. dollar deposits appearing on Reuters Screen LIBOR01 Page (or any successor page) at approximately 11:00 a.m. (London time). If such rate does not appear on Reuters Screen LIBOR01 Page (or otherwise on such screen or its successor), LIBOR shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as the Parties, acting reasonably, select. LIBOR shall be established on the last Business Day of a calendar quarter and shall be in effect for the following three months in the next calendar quarter.

“ Lien Documents ” means the Pledge and Security Agreement, the Mortgage, the Deposit Account Control Agreement, the Equity Pledge Agreement and any other instruments, documents and agreements delivered by or on behalf of the Company and its Affiliates in order to grant to and perfect in favor of Aron a security interest in and lien on all real, personal or mixed property of any nature of the Company and its Affiliates (subject to customary exclusions acceptable to Aron) as security for the obligations of the Company pursuant to this Agreement, the other Transaction Documents and the Master Agreement.

“ Liens ” has the meaning specified in Section 18.2(l) .

“ Liquidated Amount ” has the meaning specified in Section 19.2(f) .

“ Marketing and Sales Agreement ” means the products marketing and sales agreement, dated as of the Commencement Date, between the Company and Aron pursuant to which the Product purchased by Aron hereunder shall from time to time be marketed and sold by the Company for Aron’s account or otherwise, as amended, supplemented, restated or otherwise modified from time to time.

“ Master Agreement ” means the ISDA Master Agreement, dated as of even date herewith, between the Company and Aron, including all schedules, annexes and exhibits thereto and all confirmations from time to time issued thereunder and subject thereto, as amended, supplemented, restated or otherwise modified from time to time.

“ Master Agreement Termination Event ” means, with respect to a party, any “Event of Default” under the Master Agreement with respect to such party or any “Additional Termination Event” under the Master Agreement for which such party is the sole Affected Party thereunder (other than the “Event of Default” referred to in Part 1(h) of the Schedule to the Master Agreement).

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“ Master Netting Agreement ” means that certain Master Netting Agreement by and between the Company and Aron, dated as of even date herewith.

“ Measured Crude Quantity ” means, for any Delivery Date, the total quantity of Crude Oil that, during such Delivery Date, was withdrawn and lifted by and delivered to the Company at the Crude Delivery Point, as evidenced by either meter readings and meter tickets for that Delivery Date and tank gaugings conducted at the beginning and end of such Delivery Date.

“ Measured Product Quantity ” means, for any Delivery Date, the total quantity of a particular Product that, during such Delivery Date, was delivered by the Company to Aron at the Products Intake Point, as evidenced by either (i) meter readings and meter tickets for that Delivery Date or (ii) tank gaugings conducted at the beginning and end of such Delivery Date.

“ Mid Pac Group ” means Mid Pac Petroleum, LLC, a Delaware limited liability company, and its Subsidiaries.

“ Monthly Cover Costs ” has the meaning specified in Section 7.7 .

“ Monthly Crude Forecast ” has the meaning specified in Section 5.2(b) .

“ Monthly Crude Oil True-Up Amount ” has the meaning specified in Schedule C .

“ Monthly Market Structure Roll Fees ” has the meaning specified in Schedule Y .

“ Monthly Net Crude Run ” has the meaning specified in Section 6.3(b) .

“ Monthly Net Crude Sales ” has the meaning specified in Section 9.3(a) .

“ Monthly Net Product Group Sales ” has the meaning specified in Section 9.3(b) .

“ Monthly Product Purchase Adjustment ” has the meaning specified in Section 7.5(b) .

“ Monthly Product Sale Adjustment ” has the meaning specified in Section 7.5(a) .

“ Monthly Product True-Up Amount ” has the meaning specified in Schedule C .

“ Monthly True-Up Amount ” has the meaning specified in Section 10.2(a) .

“ Mortgage ” means the Mortgage and Security Agreement, dated as of the Commencement Date, between the Company, as mortgagor and Aron, as mortgagee, granting Aron a lien on all real property and improvements owned by the Company and related asset of the Company as further described therein, as amended, supplemented, restated or otherwise modified from time to time.

“ Nomination Cutoff Date ” means, with respect to any Aron Procurement Contract, the date and time (if any) by which Aron is required to provide its nominations to the Third Party Supplier thereunder for the next delivery for which nominations are then due or can then be made.

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“ Non-Affected Party ” has the meaning specified in Section 17.1 .

“ Non-Defaulting Party ” has the meaning specified in Section 19.2(a) .

“ NSV ” means, with respect to any measurement of volume, the total liquid volume, excluding sediment and water and free water, corrected for the observed temperature to 60° F.

“ Operational Volume Range ” means the range of operational volumes for any given set of associated Crude Storage Tanks for each type of Crude Oil and for any given set of associated Product Storage Facilities for each group of Products, between the minimum volume and the maximum volume, as set forth on Schedule D .

“ Other Barrels ” has the meaning specified in Section 5.3(g)(ii) .

“ Other Product Barrels ” has the meaning specified in Section 8.1(c)(ii) .

“ Party ” or “ Parties ” has the meaning specified in the preamble to this Agreement.

“ Permitted Holders ” means Whitebox Advisors LLC, Zell Credit Opportunities Master Fund, L.P. and each of their respective Affiliates.

“ Permitted S&O Liens ” means: (a) Liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been made; (b) Liens of mechanics, laborers, suppliers, workers, materialmen, and other similar liens incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefore; (c) Liens securing rental, storage, throughput, transportation, handling or other similar fees or charges owing from time to time to carriers, bailees, transporters or warehousemen, solely to the extent of such fees or charges; and (d) Liens (1) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens arise by operation of law in favor of the seller or shipper of such goods or assets, only attach to such goods or assets and cease to be in effect upon payment in full of the purchase price for such goods or assets, and (2) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

“ Person ” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“ Pipeline Cutoff Date ” means, with respect to any third party Included Product Pipeline, the date and time by which a shipper on such Included Product Pipeline is required to provide its nominations to the entity that schedules and tracks Products in such Included Product Pipeline for the next shipment period for which nominations are then due.

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“ Pledge and Security Agreement ” means that certain Pledge and Security Agreement by and between the Company and Aron, dated of even date herewith.

“ Pledgor ” means Hawaii Pacific Energy, LLC, a Delaware limited liability company.

“ PP&E ” means property, plants and equipment.

“ Pricing Group ” means any of the Product Groups listed as a pricing group on Schedule P .

“ Procurement Contract ” means any Aron Procurement Contract or Refinery Procurement Contract, or such other contract to the extent the Parties mutually deem such contract to be a Procurement Contract for purposes hereof.

“ Procurement Contract Assignment ” means an instrument, in form and substance reasonably satisfactory to Aron, by which the Company assigns to Aron all rights and obligations under a Refinery Procurement Contract and Aron assumes such rights and obligations thereunder, subject to terms reasonably satisfactory to Aron providing for the automatic reassignment thereof to the Company in connection with the termination of this Agreement.

“ Product ” means any of the petroleum products listed on Schedule A , as from time to time amended by mutual agreement of the Parties, excluding any Sludge.

“ Product Buy Leg ” has the meaning specified in Section 8.1(d) .

“ Product Differential ” means any Differential applicable to a Current Month Pricing Benchmark except for the Current Month Pricing Benchmark for Crude Oil as shall be set forth on Schedule B and as may be adjusted from time to time pursuant to Section 7.4 .

“ Product Differential Adjustment Settlement Amount ” has the meaning specified in Schedule K .

“ Product Group ” means Crude Oil or a group of Products as specified on Schedule P .

“ Product Linefill ” means, at any time and for any grade of Product, the aggregate volume of linefill of that Product on the Included Product Pipelines for which Aron is treated as the exclusive owner by the Included Product Pipelines; provided that such volume shall be determined by using the volumes reported on the monthly or daily statements, as applicable, from the Included Product Pipelines.

“ Product Procurement Fee ” has the meaning specified in the Marketing and Sales Agreement.

“ Product Sales Fee ” has the meaning specified in the Marketing and Sales Agreement.

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“ Product Sell Leg ” has the meaning specified in Section 8.1(d) .

“ Product Storage Facilities ” means, collectively, Included Product Tanks and Included Product Pipelines.

“ Products Delivery Point ” means, with respect to any delivery of Product from an Included Location, (i) in the case of delivery from the Refinery Product Storage Tanks, (A) if the Product is to be transported via the Honolulu 10 Inch Pipeline, the last permanent flange of the Honolulu 10 Inch Pipeline and (B) if the Product is to be transported via any of the BPH Pipelines, the last permanent flange of the relevant BPH Pipeline, and (ii) in the case of delivery from any Product Storage Facility other than the Refinery Product Storage Tanks, the outlet flange of the Included Product Tank at such Product Storage Facility.

“ Products Intake Point ” means (i) in the case of the Refinery Product Storage Tanks, the inlet flange of the Refinery Product Storage Tanks and (ii) in the case of any Product Storage Facility other than the Refinery Product Storage Tanks, the inlet flange of the Included Product Tanks at such Product Storage Facility.

“ Products Offtake Point ” means the delivery point at which Aron transfers title to Products in accordance with sales transactions executed pursuant to the Marketing and Sales Agreement.

“ Projected Monthly Run Volume ” has the meaning specified in Section 7.2(a) .

“ Receivables Collection Account ” means the deposit account identified in and subject to the Deposit Account Control Agreement which is the exclusive account maintained by the Company for the collection of all its Accounts.

“ Receivables Report ” has the meaning specified in Section 11.7(a) .

“ Refinery ” has the meaning specified in the recitals hereto.

“ Refinery Crude Purchase Fee ” has the meaning specified in Schedule C .

“ Refinery Crude Purchase Fee Price ” has the meaning specified in the Fee Letter.

“ Refinery Facilities ” means (i) all the facilities located at the Refinery, and (ii) any associated or adjacent facility used by the Company to carry out the terms of this Agreement, excluding, however, the Crude Oil receiving and Products delivery facilities, pipelines, tanks and associated facilities which constitute the Storage Facilities.

“ Refinery Procured Barrels ” has the meaning specified in Section 5.3(g)(i) .

“ Refinery Procured Product Barrels ” has the meaning specified in Section 8.1(c)(i) .

“ Refinery Procurement Contract ” means a procurement contract entered into by the Company with any third party seller for the purchase by the Company of Crude Oil, which Crude Oil is to be resold by the Company to Aron at the time such Crude Oil passes the Crude Intake Point.

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“ Refinery Product Contract ” means a procurement contract entered into by the Company with any third party seller for the purchase by the Company of Product, which Product is to be resold by the Company to Aron at the time such Product passes the Products Intake Point.

“ Refinery Product Storage Tanks ” means the Included Product Tanks owned by the Company and located adjacent to the Refinery used for the storage of Products, as identified on Schedule E .

“ Regulatory Event ” has the meaning specified in Section 9.6 .

“ Related Hedges ” means any transactions from time to time entered into by Aron with third parties unrelated to Aron or its Affiliates to hedge Aron’s exposure resulting from this Agreement or any other Transaction Document and Aron’s rights and obligations hereunder or thereunder.

“ Required Storage and Transportation Arrangements ” means such designations and other binding contractual arrangements hereafter entered into, in form and substance reasonably satisfactory to Aron, pursuant to which the Company (or its Affiliates) hereafter shall provide Aron with the Company’s (or its Affiliates’) full right to use the third party Included Product Pipelines and third party Included Product Tanks, pursuant to the terms and conditions of the Base Agreements or such other agreements creating the Company’s rights in and to such facilities and the rights of existing third parties.

“ Reserves ” means as of any date of determination, such amounts as Aron may from time to time reasonably and in good faith establish and revise pursuant to the standards and practices that Aron and its Affiliates generally and consistently apply in evaluating the eligibility of receivables in the context of secured financing transactions, reducing the amount of Accounts that would otherwise be Eligible Receivables: (a) to reflect events, conditions, contingencies or risks which, as determined by Aron in good faith, adversely affect, or would have a reasonable likelihood of adversely affecting, such Account or the amount that might be received by Aron the sale or other disposition or realization upon such Account (but without duplication to the extent already addressed in the criteria which establishes Eligible Receivables) or (b) to reflect Aron’s good faith belief that (1) any collateral report (including the reports to be provided pursuant to Section 11.7(a) ) or financial information furnished by or on behalf of the Company to Aron is or may have been incomplete, inaccurate or misleading in any material respect or (2) the information being used by Aron is no longer current as a result of any such collateral report or financial information not having been provided or having been provided after its required delivery date. Without limiting the generality of the foregoing, Reserves may, at Aron’s option, be established to reflect: (A) dilution with respect to the Accounts (based on the ratio of the aggregate amount of non-cash reductions in such Accounts for any period to the aggregate dollar amount of the sales for such period), if such dilution as calculated by Aron for any period is or is reasonably anticipated to be greater than five percent (5%); (B) returns, discounts, claims (including, without limitation, warranty claims), credits and allowances of any nature that are not paid pursuant to the reduction of Accounts; or (C) sales, excise or similar taxes included in the

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amount of any such Accounts reported to Aron. To the extent that an event, condition or matter as to any Eligible Receivable or Eligible Hydrocarbon Inventory is addressed pursuant to the treatment thereof within the applicable definition of such term, Aron shall not also establish a Reserve to address the same event, condition or matter. The amount of any Reserve established by Aron shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve as determined by Aron in good faith in its reasonable judgment.

“ Revised Estimated Yield ” has the meaning specified in Section 8.3(a) .

“ Run-out Report ” has the meaning specified in Section 7.3(a) .

“ Scheduled Differential Adjustment Month ” has the meaning specified in Section 7.4(d) .

“ Settlement Amount ” has the meaning specified in Section 19.2(b)

“ Sludge ” means a semi-solid slurry consisting of hydrocarbons, sediment, paraffin and water, produced from a process or as a result of solids separated from suspension in a liquid.

“ Specified Indebtedness ” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) of the Company in respect of borrowed money.

“ Specified Transaction ” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Aron (or any of its Designated Affiliates) and the Company (or any of its Designated Affiliates) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation.

“ SPM ” means the self-contained single-point mooring buoy offshore terminal facility maintained by the Company offshore of the Refinery for the purposes of mooring and transferring Crude Oil and Product cargoes from oceangoing vessels.

“ SPM Buy/Sell Crude Transaction ” has the meaning specified in Section 5.3(e) .

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“ SPM Buy/Sell Product Transaction ” has the meaning specified in Section 8.1(d) .

“ SPM Buy/Sell Transaction ” means any SPM Buy/Sell Crude Transaction or SPM Buy/Sell Product Transaction.

“ SPM Delivery Point ” means, with respect to any Aron Procurement Contract that contemplates delivery at the SPM, the delivery point specified in such Aron Procurement Contract at which title to the Crude Oil or Products being sold thereunder is to be transferred from the Third Party Supplier thereunder to Aron.

“ SPM Master Buy/Sell Crude Confirmation ” means the master confirmation for SPM Buy/Sell Crude Transactions in the form provided on Schedule W .

“ SPM Master Buy/Sell Product Confirmation ” means the master confirmation for SPM Buy/Sell Product Transactions in the form provided on Schedule W .

“ Step-Out Inventory Sales Agreement ” means the purchase and sale agreement, in the form provided on Schedule R , to be dated as of the Termination Date, pursuant to which the Company shall buy Crude Oil and Products from Aron subject to the provisions of this Agreement and any other terms agreed to by the Parties thereto.

“ Storage Facilities ” means the storage, loading and offloading facilities located at the Refinery including the Crude Storage Tanks and the Refinery Product Storage Tanks and the land, piping, marine facilities, truck facilities and other facilities related thereto, together with existing or future modifications or additions, which are excluded from the definition of Refinery. In addition, the term “Storage Facilities” includes all other Company Included Locations, except those storage, loading and offloading facilities which are used exclusively to store Excluded Materials.

“ Storage Facilities Agreement ” means the storage facilities agreement, in form and substance mutually agreeable to the Parties, to be dated as of the Commencement Date, between the Company and Aron, pursuant to which the Company has granted to Aron an exclusive right to use the Storage Facilities (to the extent that such exclusive right can be granted) in connection with this Agreement; provided that such storage facilities agreement shall also grant Aron the right to use the SPM for receiving delivery of material to the extent contemplated by this Agreement, it being acknowledged that Aron shall only receive and concurrently transfer to the Company title to materials delivered at the SPM Delivery Point and shall not at any time hold, store or transport any materials at or through the SPM or the pipelines, hoses and other infrastructure connecting the SPM to the Crude Storage Tanks or Refinery Product Storage Tanks.

“ Subsidiaries ” means, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (a) of which securities or other ownership interests representing more than 50% of

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the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Supplier’s Inspector ” means any Person selected by Aron in a commercially reasonable manner that is acting as an agent for Aron or that (1) is a licensed Person who performs sampling, quality analysis and quantity determination of the Crude Oil and Products purchased and sold hereunder, (2) is not an Affiliate of any Party and (3) in the reasonable judgment of Aron, is qualified and reputed to perform its services in accordance with Applicable Law and industry practice, to perform any and all inspections required by Aron.

“ Tank Maintenance ” has the meaning specified in Section 9.5(c) .

“ Target Month End Crude Volume ” has the meaning specified in Section 7.2(b) .

“ Target Month End Product Volume ” has the meaning specified in Section 7.3(b) .

“ Tax ” or “ Taxes ” has the meaning specified in Section 15.1(a) .

“ Term ” has the meaning specified in Section 3.1 .

“ Termination Amount ” means, without duplication, the total net amount owed by one Party to the other Party upon termination of this Agreement under Section 20.2(a) .

“ Termination Date ” has the meaning specified in Section 20.1 .

“ Termination Date Crude Oil Volumes ” has the meaning specified in Section 20.1(d) .

“ Termination Date Product Volumes ” has the meaning specified in Section 20.1(d) .

“ Termination Date Volumes ” has the meaning specified in Section 20.1(d) .

“ Termination Reconciliation Statement ” has the meaning specified in Section 20.2(c) .

“ Third Party Supplier ” means any seller of Crude Oil under a Procurement Contract (other than the Company or any Affiliate of the Company).

“ Transaction Document ” means any of this Agreement, Marketing and Sales Agreement, the Inventory Sales Agreements, the Storage Facilities Agreement, the Step-Out Inventory Sales Agreement, the Required Storage and Transportation Arrangements, the Fee Letter, any SPM Master Buy/Sell Crude Confirmation, any SPM Master Buy/Sell Product Confirmation, the Lien Documents, and any other agreement or instrument contemplated hereby or executed in connection herewith, including any guarantees or other credit support documents as may be from time to time provided by the Company and/or its Affiliates.

“ Transition Adjustment Amount ” has the meaning specified on Schedule Z hereto.

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“ U.S. Governmental Authority ” means the federal government of the United States of America or any agency or instrumentality thereof or any state of the United States of America approved by Aron or any agency or instrumentality thereof.

“ Volume Determination Procedures ” means (a) in respect of determining the NSV of Crude Oil in the Crude Storage Tanks or Products in the Included Company Product Tanks, the Company’s ordinary daily and month-end procedures, which include manually gauging each Crude Storage Tank or Included Company Product Tank on the last day of the month to ensure that the automated tank level readings are accurate to within a tolerance of two inches; provided that if the automated reading cannot be calibrated to be within such tolerance, the Company shall use the manual gauge reading in its calculation of month-end inventory; (b) in respect of determining the NSV of Products in the Included Third Party Product Tanks, using the volumes reported on the most recently available daily reports or monthly statements in respect of such tanks; and (c) in respect of the linefill in the Company-owned Included Product Pipelines, such pipelines shall be deemed full, except when products owned by third parties are flowing through such pipelines.

“ Weekly Projection ” has the meaning specified in Section 5.2(c) .

1.2 Construction of Agreement .

(a) Unless otherwise specified, reference to, and the definition of any document (including this Agreement) shall be deemed a reference to such document as may be, amended, supplemented, revised or modified from time to time.

(b) Unless otherwise specified, all references to an “Article,” “Section,” or Schedule” are to an Article or Section hereof or a Schedule attached hereto.

(c) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(d) Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

(e) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(f) Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.

(g) A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(h) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

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(i) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time.

(j) Unless otherwise expressly stated herein, any reference to “volume” shall be deemed to refer to actual NSV, unless such volume has not been yet been determined, in which case, volume shall be an estimated net volume determined in accordance with the terms hereof.

(k) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(l) For the purposes of this Agreement, any reference to the “first month” shall be the period from and including the Commencement Date to and including June 30, 2015. Any reference to the “prior month” means the period from and including the Commencement Date of the Original Agreement (as defined therein) to and including the day immediately preceding the Commencement Date.

1.3 The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

ARTICLE 2

CONDITIONS TO COMMENCEMENT

2.1 Conditions to Obligations of Aron . The obligations of Aron contemplated by this Agreement shall be subject to satisfaction by the Company of the following conditions precedent on and as of the Commencement Date:

(a) The Company Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company shall have agreed to transfer to Aron on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens;

(b) The Existing Supplier/Offtaker Inventory Sales Agreement shall have been duly executed by the Existing Supplier/Offtaker and the Company and, pursuant thereto, the Existing Supplier/Offtaker and the Company shall have agreed to transfer to Aron on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens;

(c) The Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Aron;

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(d) The Company shall have duly executed the Storage Facilities Agreement in form and in substance satisfactory to Aron and provided Aron satisfactory documentation that it has secured, for the benefit of Aron, full, unencumbered storage and usage rights of the Storage Facilities;

(e) The Company shall have duly executed the Marketing and Sales Agreement in form and in substance satisfactory to Aron;

(f) The Company shall have duly executed the Agency Agreement in form and in substance satisfactory to Aron;

(g) The Company shall have provided Aron with evidence, in a form reasonably satisfactory to Aron, that the Commencement Date Volumes will be sold to Aron free and clear of any Liens, other than Permitted S&O Liens;

(h) Aron shall have received evidence, reasonably satisfactory to it, confirming that, as of the Commencement Date, (i) the Framework Agreement between the Company and the Existing Supplier/Offtaker has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination); (ii) the ABL Credit Agreement has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination) and (iii) there are no other Existing Financing Agreements outstanding;

(i) The Company shall have duly executed the Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date;

(j) The Company shall have duly executed the Master Netting Agreement in form and in substance satisfactory to Aron;

(k) The Company shall have delivered to Aron a certificate signed by an appropriate officer of the Company certifying as to incumbency, due authorization, board approval and resolutions;

(l) The Company shall have delivered to Aron an opinion of counsel, in form and substance satisfactory to Aron, covering such matters as Aron shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by the General Counsel of the Company;

(m) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

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(n) Neither the Refinery nor any of the Included Locations shall have been affected adversely or threatened to be affected adversely by any loss or damage, whether or not covered by insurance, unless such loss or damages would not have a material adverse effect on the usual, regular and ordinary operations of the Refinery or the Included Locations;

(o) The Company shall have delivered to Aron insurance certificates evidencing the effectiveness of the insurance policies and endorsements required by Article 16 below;

(p) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date;

(q) All representations and warranties of the Company and its Affiliates contained in the Transaction Documents shall be true and correct on and as of the Commencement Date;

(r) The Company shall have delivered to Aron such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein;

(s) The Company shall have entered into the Lien Documents granting and perfecting in favor of Aron the security interest and lien contemplated thereby and all actions necessary to perfect the Liens granted thereunder shall have been completed, including (i) the filing of UCC financing statements, (ii) the submission of the Mortgage for filing with appropriate Governmental Authorities, and (iii) the delivery of any certificates and transfer instruments required under the Pledge and Security Agreement or the Equity Pledge Agreement;

(t) The Company shall have duly executed the Environmental Indemnity Agreement in form and in substance satisfactory to Aron;

(u) Aron shall have received written confirmation that (i) all UCC filings in favor of the Existing Supplier/Offtaker or the creditors under the Existing Financing Agreements have been authorized for termination and that applicable termination statements shall be submitted for filing upon the Commencement Date, (ii) any mortgages in favor of the Existing Supplier/Offtaker or such creditors have been authorized for release and that applicable mortgage releases shall be submitted for filing upon the Commencement Date and (iii) all liens in favor of the Existing Supplier/Offtaker or such creditors have been terminated or will be terminated upon proper filing;

(v) Aron shall have received written confirmation that, with respect to all Governmental Accounts (i) assignment of claims in favor of Aron under the Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727, 41 U.S.C. 15), in form reasonably satisfactory to Aron, shall have been duly executed and filed with the relevant account debtors and (ii) all assignment of claims under such Act previously filed in favor of any other party have been cancelled;

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(w) A report of bulk sale or transfer with respect to the transfers contemplated by the Company Inventory Sales Agreement and the Existing Supplier/Offtaker Inventory Sales Agreement shall have been filed with the Hawaii Department of Taxation and Aron shall have received a certificate from the Hawaii Director of Taxation confirming that Aron, as purchaser thereunder, has no liability with respect to any Hawaii state taxes due from either of the sellers thereunder;

(x) On or prior to the Commencement Date, the Company shall have provided to Aron an expected Product yield for the Refinery based on its then current operating forecast for the Refinery (the “ Initial Estimated Yield ”); and

(y) Aron shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Commencement Date required to be reimbursed or paid by the Company hereunder, under the Fee Letter or any other Transaction Document on or prior to such date, including (i) the Arrangement Fee, (ii) the Deferral Arrangement Fee and (iii) reimbursement or payment of Aron’s estimated out-of-pocket expenses of Aron and its Affiliates (including reasonable fees, charges and disbursements of Aron’s counsel, experts and consultants).

(z) The Initial Margin Amount shall have been posted with Aron as contemplated by Section 4.3 .

2.2 Conditions to Obligations of the Company . The obligations of the Company contemplated by this Agreement shall be subject to satisfaction by Aron of the following conditions precedent on and as of the Commencement Date:

(a) Aron shall have duly executed the Company Inventory Sales Agreement in form and substance satisfactory to the Company;

(b) Aron shall have duly executed the Existing Supplier/Offtaker Inventory Sales Agreement;

(c) Aron shall have duly executed the Storage Facilities Agreement in form and in substance satisfactory to the Company;

(d) Aron shall have duly executed the Marketing and Sales Agreement in form and in substance satisfactory to the Company;

(e) Aron shall have duly executed the Agency Agreement in form and in substance satisfactory to the Company;

(f) Aron shall have agreed to the form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to the Company;

(g) Aron shall have duly executed the Fee Letter;

(h) Aron shall have duly executed the Master Netting Agreement;

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(i) Aron shall have executed the Lien Documents to the extent its signature is required thereunder;

(j) All representations and warranties of Aron contained in the Transaction Documents shall be true and correct on and as of the Commencement Date;

(k) Aron shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date;

(l) Aron shall have delivered to the Company such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein; and

(m) Aron shall have delivered satisfactory evidence of its federal form 637 license.

2.3 Commencement Date .

(a) Subject to the satisfaction of the conditions set forth in Sections 2.1 and 2.2 , the “ Commencement Date ” shall be a Business Day specified by Aron in a written notice to the Company given at least one (1) Business Day prior to such Commencement Date, which shall occur on or after the Effective Date and on or prior to June 1, 2015 or such later date as the Parties shall agree (the “ Latest Commencement Date ”).

(b) If the Commencement Date has not occurred on or before the Latest Commencement Date, this Agreement shall terminate on the first Business Day following the Latest Commencement Date. In such case, all obligations of the Parties hereunder shall terminate, except for the obligations set forth in Article 2 , Article 21 , Article 22 and Article 24 and any obligation under the last sentence of this Section 2.3(b) ; provided, however, that nothing herein shall relieve any Party from liability for the breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. Without limiting the foregoing, if the failure of the Commencement Date to occur on or before the Latest Commencement Date is due to (i) any breach by the Company of its obligations hereunder, including its obligations under clause (c) below or (ii) the failure of any of the conditions contained in Section 2.1 to be satisfied on or before the Latest Commencement Date unless such failure is due to any breach by Aron of its obligations hereunder, including its obligations under clause (c) below, then the Company shall be obligated to reimburse Aron for any loss, costs and damages incurred or realized by Aron as a result of its maintaining, terminating or obtaining any Related Hedges.

(c) From and after the Effective Date, the Company shall use commercially reasonable efforts to cause each of the conditions referred to in Section 2.1 to be satisfied on or prior to the Latest Commencement Date and Aron shall use commercially reasonable efforts to cause each of the conditions referred to in Section 2.2 to be satisfied on or prior to the Latest Commencement Date.

(d) The Company covenants and agrees to take (or cause its Affiliates to take) all actions reasonably necessary to cause any Product Linefill included in the Commencement Date Volumes to be transferred to Aron on and effective as of the Commencement Date.

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2.4 Post-Commencement Date Undertakings . From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to Aron, pursuant to which the Company may transfer and assign to Aron the Company’s (or its Affiliates’) right to use any storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage or transportation facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by Aron, the Parties shall amend the Company Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Aron as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies and Procedures (as defined in Section 14.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 14.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures, then, upon the Company’s request, Aron shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, Aron will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above.

2.5 UCC Filings .

(a) From and after the Commencement Date, the Company will cooperate with Aron to cause to be prepared, and filed, in such jurisdictions as Aron shall deem necessary or appropriate, UCC-1 financing statements reflecting (i) Aron as owner of all Crude Oil and Products in the Included Locations and (ii) Aron as a secured party with respect to the Collateral to perfect Aron’s security interest under the Lien Documents. The Company shall execute and deliver to Aron, and the Company hereby authorizes Aron to file (with or without the Company’s signature), at any time and from time to time, all such financing statements, amendments to financing statements, continuation financing statements, termination statements, relating to such Crude Oil and Products and the Collateral, and other documents and instruments, all in form satisfactory to Aron, as Aron may request, to confirm Aron’s ownership of such Crude Oil and Products and to otherwise accomplish the purposes of this Agreement and as required pursuant to the Lien Documents.

(b) Without limiting the generality of the foregoing, the Company ratifies and authorizes the filing by Aron of any financing statements filed prior to the Commencement Date.

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ARTICLE 3

TERM OF AGREEMENT

3.1 Term . The Agreement shall become effective on Effective Date with the Commencement Date occurring as provided in Section 2.3 above. This Agreement, subject to Section 3.2 , shall continue for a period ending at 11:59:59 p.m., EST on May 31, 2018 (the “ Term ”; the last day of such Term being herein referred to as the “ Expiration Date ,” except as provided in Section 3.2 below).

3.2 Changing the Term . The Parties may, by mutual agreement, elect to extend the Term of this Agreement for up two additional successive twelve (12) month periods as follows: (i) no later than one hundred twenty (120) days prior to May 31, 2018, the Parties may mutually agree in writing that the Term of this Agreement has been extended to May 31, 2019 (which shall be the Expiration Date, unless and until the Term is further extend under the following clause); and (ii) if the Term has been extended as provided in the preceding clause (i), then no later than one hundred twenty (120) days prior to May 31, 2019, the Parties may mutually agree in writing that the Term of this Agreement has been extended to May 31, 2020 (which shall be the Expiration Date).

3.3 Obligations upon Termination . In connection with the termination of the Agreement on the Expiration Date, the Parties shall perform their obligations relating to termination pursuant to Article 20 .

ARTICLE 4

COMMENCEMENT DATE TRANSFER

4.1 Transfer and Payment on the Commencement Date . The Parties acknowledge that Aron’s obligations hereunder (other than its obligation under Section 2.3 above) shall commence on the Commencement Date only if the Commencement Date Volumes shall be sold and transferred to Aron as provided under the Inventory Sales Agreements, against payment of the Estimated Commencement Date Value made as provided therein.

4.2 Post-Commencement Date Reconciliation and True-Up . The Parties further acknowledge that the determination and payment of the Definitive Commencement Date Value shall be made as provided in the Inventory Sales Agreements.

4.3 Initial Margin Amount . The Company shall post with Aron on the Commencement Date and maintain during the Term cash in the amount of $7,033,475 (the “ Initial Margin Amount ”); provided, as further agreed by the Parties, all or a portion of such amount may be posted by Aron holding back a portion of the amount payable to the Company under the Company Inventory Sales Agreement. The Initial Margin Amount shall (i) constitute credit support for all of the Company’s obligations under the Transactions Documents and the Master Agreement, (ii) be subject to the applicable provisions of this Agreement, including Section 13.4(a) and the applicable provisions of the Master Agreement, and (iii) except as otherwise applied in accordance with the terms of the Transaction Documents and the Master

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Agreement, be returned to the Company only if the Transaction Documents and the Master Agreement have been terminated and all the Company’s obligations under the Transactions Documents and the Master Agreement having been satisfied in full.

4.4 Transition Adjustment Amount . Promptly after the Commencement Date, Aron shall determine in accordance with the procedure and methodology set forth on Schedule Z hereto the Transition Adjustment Amount and, after such determination is made, Aron shall provide to the Company written notice of such amount, together with a statement setting forth in reasonable detail Aron’s calculation thereof. If such notice is given at least two Business Days prior to the date on which payment with respect to the Definitive Commencement Date Value is to be made under the Inventory Sales Agreement, then the Party obligated to pay such Transition Adjustment Amount (as provided on Schedule Z ) shall pay such amount on such payment date under the Inventory Sales Agreement and, to the extent appropriate, the Transition Adjustment Amount shall be aggregated with or netted against the amount being paid by one Party to the other under the Inventory Sales Agreement. If such notice is given at a later date than specified in the preceding sentence, then the Party obligated to pay the Transition Adjustment Amount (as provided in Schedule Z ) shall be obligated to pay such amount no later than the second Business Day following the date such notice is given.

ARTICLE 5

PURCHASE AND SALE OF CRUDE OIL

5.1 Sale of Crude Oil . On and after the Commencement Date through the end of the Term, and subject to (a) Aron’s ability to procure Crude Oil in accordance with the terms hereof, (b) its receipt of Crude Oil under Aron Procurement Contracts and (c) the Company’s maintenance of the Base Agreements and Required Storage and Transportation Arrangements, if any, and compliance with the terms and conditions hereof, Aron will endeavor, in a commercially reasonable manner, to enter into Aron Procurement Contracts which will accommodate, in the aggregate, monthly deliveries of Crude Oil of up to an average of ninety-four thousand (94,000) Barrels per day and the Company agrees to purchase and receive from Aron all such Crude Oil as provided herein. Aron shall, in accordance with the terms and conditions hereof, have the right to be the exclusive owner of Crude Oil in the Crude Storage Tanks.

5.2 Monthly and Weekly Forecasts and Projections .

(a) No later than the fifth (5 ^th ) Business Day of the month preceding a Delivery Month, the Company shall provide Aron with a preliminary written forecast of the Target Month End Crude Volume and Target Month End Product Volume for the Delivery Month. During the first (1 ^st ) month of deliveries of Crude Oil made pursuant to this Agreement, the Target Month End Crude Volume and Target Month End Product Volume shall be the amounts set forth on Schedule I .

(b) No later than the fifth (5 ^th ) Business Day of the month preceding a Delivery Month, the Company shall provide Aron with a written forecast of the Refinery’s anticipated Crude Oil requirements for the following Delivery Month and the immediately following month (each, a “ Monthly Crude Forecast ”).

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(c) No later than 5:00 p.m., EST on Friday, the Company shall provide Aron with a written summary of the Refinery’s projected Crude Oil runs for the upcoming production week (each, a “ Weekly Projection ”).

(d) The Company shall promptly notify Aron in writing upon learning of any material change in any Monthly Crude Forecast or Weekly Projection or if it is necessary to delay any previously scheduled pipeline nominations.

(e) The Parties acknowledge that the Company is solely responsible for providing the Monthly Crude Forecast and the Weekly Projection and for making any adjustments thereto, and the Company agrees that all such forecasts and projections shall be prepared in good faith, with due regard to all available and reliable historical information and the Company’s then-current business prospects, and in accordance with such standards of care as are generally applicable in the U.S. oil refining industry; provided, however, the Parties acknowledge and agree that such forecasts and projections are only estimates, and the Company shall have no liability to Aron for any differences between such forecasts and projections provided by Producer in good faith and the actual crude requirements or runs. The Company acknowledges and agrees that (i) Aron shall be entitled to rely and act, and shall be fully protected in relying and acting, upon all such forecasts and projections, and (ii) Aron shall not have any responsibility to make any investigation into the facts or matters stated in such forecasts or projections.

5.3 Procurement of Crude Oil .

(a) As of the Commencement Date, Aron may have entered into or novated from the Existing Supplier/Offtaker one or more Aron Procurement Contracts for the purchase of Crude Oil to be processed at the Refinery.

(b) From time to time during the Term of this Agreement, the Company may propose that one or more additional Aron Procurement Contracts be entered into, including any such additional Aron Procurement Contract as may be entered into in connection with the expiration of an outstanding Aron Procurement Contract. If the Parties mutually agree to seek additional Aron Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired from one or more Third Party Suppliers under contracts that provide for one or more shipment(s) of Crude Oil. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential additional Aron Procurement Contract. The Company shall have no authority to bind Aron to, or enter into on Aron’s behalf, any additional Aron Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an additional Aron Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Aron in writing, using the applicable trade sheet included in Schedule Q (the “ Crude Procurement Request ”), of the terms of such offer, and Aron

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shall promptly, but no later than two (2) Business Days after the Company’s delivery of such applicable trade sheet (at which time the Crude Procurement Request shall terminate), determine and advise the Company as to whether Aron desires to accept such offer; provided that the Company agrees that the delivery of a Crude Procurement Request shall also obligate the Company to enter into the related intermonth spread as contemplated by Section 5.3(h) below and the Company shall be obligated to enter into such intermonth spread concurrently with or promptly following Aron’s execution of an Aron Procurement Contract. If Aron indicates its desire to accept such offer, then Aron shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Aron may enter into a binding additional Aron Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any additional Aron Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Aron shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed additional Aron Procurement Contract or related Procurement Contract Assignment. If any Aron Procurement Contract is a term contract pursuant to which Aron may, from time to time, nominate a shipment by a Nomination Cutoff Date for expected delivery during a designated month, Aron will apprise the Company of such timing requirements relating to such Nomination Cutoff Date.

(c) Aron may, in its discretion, acting in good faith, elect to reject any such offer to enter into an Aron Procurement Contract, provided that from time to time during the Term hereof Aron shall, upon the reasonable request of the Company, consult with the Company regarding those counterparties that Aron would be prepared to trade with as of the time of such consultation upon review of acceptable documentation as further contemplated herein. Aron’s decision to reject any such offer shall be based on such factors and considerations as Aron deems relevant, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits), reputational considerations, prior or current interactions between Aron and the proposed Third Party Supplier, the presence or absence of trading documentation between Aron and the proposed Third Party Supplier, the presence or absence of a pre-existing trading relationship with the proposed Third Party Supplier or the suitability of the proposed Third Party Supplier for such transaction. Without limiting the foregoing, any proposed Third Party Supplier shall be required to satisfy Aron’s internal requirements and policies as they relate to any applicable “know-your-customer” rules, anti-money laundering policies and procedures, laws, rules and regulations (including without limitation, the Patriot Act, rules and regulations of the Office of Foreign Assets Control) and other similar client identification and business conduct standard and dealing policies and procedures (including reputational considerations), in each case, as consistently applied by Aron and to have provided to Aron all material documentation and other information required by such policies and procedure and applicable regulatory authorities. Notwithstanding the foregoing, Aron shall not reject any such offer to enter into an Aron Procurement Contract with any counterparty based solely on the fact that such offer was presented to it by the Company hereunder where, at such time, Aron would otherwise have transacted with such counterparty on such terms and under all other applicable policies and limitations.

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(d) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Aron is then prepared to enter into a contract, then the Company may execute a Refinery Procurement Contract to acquire such Crude Oil for the Company’s account, with such Crude Oil constituting Other Barrels pursuant to Section 5.3(g)(ii) below.

(e) With respect to each shipment of Crude Oil delivered under an Aron Procurement Contract and/or a Procurement Contract Assignment that provides for delivery at the SPM Delivery Point, (i) the Company and Aron shall automatically be deemed to have entered into a buy/sell transaction (each, an “ SPM Buy/Sell Crude Transaction ”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Crude Confirmation, with the Company buying such shipment of Crude Oil from Aron at the SPM Delivery Point (the “ Crude Buy Leg ”) and selling an equal quantity and quality of Crude Oil to Aron at the Crude Intake Point (the “ Crude Sell Leg ”), (ii) under the Crude Buy Leg of each SPM Buy/Sell Crude Transaction, the Company shall purchase from Aron the quantity of Crude Oil delivered under the relevant shipment with delivery and transfer of title and risk of loss all occurring at the SPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Aron Procurement Contract and/or a Procurement Contract Assignment so that, simultaneously with the transfer of title to such Crude Oil from the Third Party Supplier to Aron, title to such Crude Oil is transferred from Aron to the Company and (iii) under the Crude Sell Leg of such SPM Buy/Sell Crude Transaction, the Company shall sell to Aron Crude Oil in a quantity equal to, and of a grade and quality at least equivalent to, that of the Crude Oil purchased by the Company under the Crude Buy Leg of such SPM Buy/Sell Crude Transaction, with delivery and transfer of title and risk of loss occurring at and as such Crude Oil passes the Crude Intake Point. With respect to each SPM Buy/Sell Crude Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Crude Oil delivered under the Crude Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Crude Oil shall be held exclusively by the Company at all times as and after such Crude Oil passes the SPM Delivery Point, while such Crude Oil is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Crude Intake Point and until such Crude Oil passes the Crude Intake Point, (C) all such Crude Oil in which the Company holds title shall be subject to the security interest and lien in favor of Aron under the Lien Documents, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Crude Oil in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Crude Oil held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Crude Transaction nor the Crude Buy Leg or Crude Sell Leg thereunder shall constitute an Aron Procurement Contract, a Procurement Contract Assignment, or a Refinery Procurement Contract.

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(f) For deliveries of Crude Oil not made via the SPM Delivery Point, title for each quantity of Crude Oil shall pass to Aron as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Aron to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-Up Amounts determined following delivery and in accordance with Schedule C .

(g) The following provisions shall be applicable to Refinery Procured Barrels:

(i) No later than the fifth (5 ^th ) Business Day of the month preceding a Delivery Month, the Company shall inform Aron whether the Company has purchased or intends to purchase any Crude Oil that is being procured under a Refinery Procurement Contract for delivery during such Delivery Month (“ Refinery Procured Barrels ”). In connection with each such quantity of Refinery Procured Barrels, the Company shall provide to Aron a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Aron shall enter into an Aron Procurement Contract under which Aron shall purchase such quantity from the Company as and when it passes the Crude Intake Point and Aron shall promptly provide to the Company a written confirmation of such Aron Procurement Contract. If any change occurs in the quantity, grade or delivery terms of the Refinery Procured Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Aron of such change and the related Aron Procurement Contract shall be modified accordingly.

(ii) In the event that the Company enters into a Refinery Procurement Contract, but does not enter into a related Aron Procurement Contract pursuant to a trade ticket as contemplated under Section 5.3(g)(i) above, and the Crude Oil procured under such Refinery Procurement Contract is delivered to the Crude Storage Tanks (“ Other Barrels ”), then such Other Barrels shall be deemed sold to Aron as and when they pass the Crude Intake Point at the Current Month Pricing Benchmark, provided that prior to the delivery of any Other Barrels hereunder, the Parties shall establish procedures and mechanisms, reasonably satisfactory to Aron, for determining and reporting specific volumes of such Other Barrels. With respect to any Other Barrels that the Company expects to deliver to the Crude Storage Tanks, the Company shall give Aron written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Barrels and in such notice the Company shall provide to Aron the quantity, grade and delivery terms of such Other Barrels expected to be delivered. If thereafter any change occurs in the quantity, grade or delivery terms of the Other Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Aron of such change.

(h) Concurrently with or promptly after entering into an Aron Procurement Contract pursuant to Section 5.3(b) , Aron and the Company shall agree to the terms of the intermonth time spread transaction that the Parties have entered into in connection with such Aron Procurement Contract, which (unless otherwise agreed by Aron) shall

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consist of a time spread based on the period between cargo pricing and the expected delivery month, with pricing based on the first nearby ICE Brent Futures for the Cargo Pricing Window (as defined in Schedule K ) and the ICE Brent calendar month swap for the relevant expected delivery month; provided that the Parties agree that each such time spread shall be a “Transaction” under and subject to the Master Agreement and Aron shall issue a confirmation of each such time spread confirming it as a “Transaction” under and subject to the Master Agreement.

5.4 Nominations under Aron Procurement Contracts .

(a) Concurrently with its delivery of a Monthly Crude Forecast to Aron, the Company shall provide to Aron the Company’s Target Month End Crude Volume and Target Month End Product Volumes for the related Delivery Month if different from the Target Month End Crude Volume and/or Target Month End Product Volumes for the related Delivery Month previously provided in Section 5.2(a) . With respect to each Delivery Month, based on its Projected Monthly Run Volume, Crude Oil volumes then in Included Locations, shipments previously nominated under Aron Procurement Contracts, Other Barrels being delivered under Refinery Procurement Contracts and such other information as it deems relevant, the Company shall determine, in its commercially reasonable judgment, (i) the additional shipments of Crude Oil under Aron Procurement Contracts that the Company desires be delivered to the Included Locations during such Delivery Month and (ii) the aggregate number of shipments of Crude Oil under Aron Procurement Contracts that the Company desires be in transit but not delivered during such Delivery Month. With respect to each shipment under an Aron Procurement Contract that the Company desires be delivered by a specified Delivery Month, the Company shall notify Aron of such shipment at least 15 Business Days prior to the first applicable Nomination Cutoff Date for such month, if any (each, a “ Shipment Notification ”). As part of such Projected Monthly Run Volume, the Company may specify the grade of such Projected Monthly Run Volume, provided that such grades and their respective quantities specified by the Company shall fall within the grades and quantities then available to be nominated by Aron under the outstanding Aron Procurement Contracts.

(b) Provided that the Company provides Aron with the Projected Monthly Run Volume and the Shipment Notifications as required under Section 5.4(a) , Aron and the Company shall consult regarding scheduling and other selections and nominations (collectively, “ Contract Nominations ”) to be made by Aron under then outstanding Aron Procurement Contracts on or before any applicable Nomination Cutoff Dates taking into account the quantities of Other Barrel being acquired pursuant to Refinery Procurement Contracts. To the extent reasonably practicable and in accordance with its consultation with the Company, Aron shall endeavor to make Contract Nominations that reflect the quantity of each grade specified by the Company in such Projected Monthly Run Volume. Should any Contract Nomination not be accepted by any Third Party Supplier under an Aron Procurement Contract, Aron shall promptly advise the Company and use commercially reasonable efforts with the Company and such Third Party Supplier to revise the Contract Nomination subject to the terms of any such Aron Procurement Contract. Aron shall provide the Company with confirmation of each such Contract Nomination that is made.

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(c) The Parties agree that the Company may, from time to time, request that Aron make adjustments or modifications to Contract Nominations it has previously made under the Aron Procurement Contracts. Promptly following receipt of any such request, Aron will use its commercially reasonable efforts to make such adjustment or modification, subject to any limitations or restrictions under the relevant Aron Procurement Contracts. Any additional cost or expenses incurred as a result of such an adjustment or modification shall constitute an Ancillary Cost hereunder.

(d) Aron shall not nominate or to its knowledge otherwise acquire any Crude Oil with characteristics that are not previously approved by the Company for use at the Refinery, such approval to be in the Company’s sole and absolute discretion.

(e) In addition to the nomination process, Aron and the Company shall follow the mutually agreed communications protocol as set forth on Schedule J hereto, with respect to ongoing daily coordination with feedstock suppliers, including purchases or sales of Crude Oil or other feedstocks outside of the normal nomination procedures.

(f) Each of the Company and Aron agrees to use commercially reasonable efforts in preparing the forecasts, projections and nominations required by this Agreement in a manner intended to maintain Crude Oil and Product operational volumes within the Operational Volume Range.

(g) Prior to entering into any Ancillary Contract that is intended for the exclusive benefit of the Company in connection with this Agreement and does not by its terms expire or terminate on or before the Expiration Date, Aron will endeavor, in good faith and subject to any confidentiality restrictions, to afford the Company an opportunity to review and comment on such Ancillary Contract or the terms thereof and to confer with the Company regarding such Ancillary Contract and terms, and if Aron enters into any such Ancillary Contract without the Company’s consent, the Company shall not be obligated to assume such Ancillary Contract pursuant to Section 20.1(c) below.

5.5 Transportation, Storage and Delivery of Crude Oil .

(a) Aron shall have the exclusive right to inject (except for such injections by the Company otherwise contemplated hereby, which result in title to any injected Crude Oil being transferred to Aron), store and withdraw Crude Oil in and from the Crude Storage Tanks as provided in the Storage Facilities Agreement. Aron shall have exclusive right to store Crude Oil in the Crude Storage Tanks as provided in the Storage Facilities Agreement.

(b) Provided no Default or Event of Default has occurred and is continuing, the Company shall be permitted to withdraw from the Crude Storage Tanks and take delivery of Crude Oil on any day and at any time. The withdrawal and receipt of any Crude Oil by the Company at the Crude Delivery Point shall be on an “ex works” basis (EXW Incoterms 2010). Aron shall be responsible only for arranging transportation and

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delivery of Crude Oil into the Crude Storage Tanks and the Company shall bear sole responsibility for arranging the withdrawal of Crude Oil from the Crude Storage Tanks. The Company shall take all commercially reasonable actions necessary to maintain a connection with the Crude Storage Tanks to enable withdrawal and delivery of Crude Oil to be made as contemplated hereby.

5.6 Title, Risk of Loss and Custody .

(a) Title to and risk of loss of the Crude Oil shall pass from the Company to Aron at the Crude Intake Point. Aron shall retain title to and risk of loss of such Crude Oil during the time such Crude Oil is held in any Storage Facilities. Title to and risk of loss of the Crude Oil shall pass from Aron to the Company at the Crude Delivery Point. The Company shall assume custody of the Crude Oil as it passes the Crude Delivery Point.

(b) During the time any Crude Oil or Products are held in any Storage Facilities, the Company, in its capacity as operator of the Storage Facilities and pursuant to the Storage Facilities Agreement, shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws, pertaining to the possession, handling, use and processing of such Crude Oil or Products and shall indemnify and hold harmless Aron, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising therefrom except to the extent such Liabilities are caused by or attributable to any of the matters for which Aron is indemnifying the Company pursuant to Article 21 .

(c) At and after transfer of any Crude Oil at the Crude Delivery Point, the Company and its Affiliates shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws pertaining to the possession, handling, use and processing of such Crude Oil and shall indemnify and hold harmless Aron, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising therefrom.

(d) To the extent the Company wishes to sell any Crude Oil to any third party, the Company acknowledges that it shall not have the authority to agree to such sale without Aron’s prior written consent.

5.7 Contract Documentation, Confirmations and Conditions .

(a) Aron’s obligations to deliver Crude Oil under this Agreement shall be subject to (i) the Company identifying and negotiating potential Aron Procurement Contracts, in accordance with Section 5.3 , that are acceptable to both the Company and Aron relating to a sufficient quantity of Crude Oil to meet the Refinery’s requirements, (ii) the Company performing its obligations hereunder with respect to providing Aron with timely nominations, forecasts and projections (including Projected Monthly Run Volumes, as contemplated in Section 5.4(a) ) so that Aron may make timely nominations under the Aron Procurement Contracts, (iii) all of the terms and conditions of the Aron Procurement Contracts, (iv) any other condition set forth in Section 5.1 above and (v) no Event of Default having occurred and continuing with respect to the Company.

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(b) In documenting each Aron Procurement Contract, Aron will endeavor and cooperate with the Company, in good faith and in a commercially reasonable manner, to obtain the Third Party Supplier’s agreement that a copy of such Aron Procurement Contract may be provided to the Company; provided that this Section 5.7(b) in no way limits the Company’s rights to consent to all Aron Procurement Contracts as contemplated by Section 5.3 . In addition, to the extent it is permitted to do so, Aron will endeavor to keep the Company apprised of, and consult with the Company regarding, the terms and conditions being incorporated into any Aron Procurement Contract under negotiation with a Third Party Supplier.

(c) The Company acknowledges and agrees that, subject to the terms and conditions of this Agreement, it is obligated to purchase and take delivery of all Crude Oil acquired by Aron under Aron Procurement Contracts executed in connection herewith and subject to the terms and conditions specified in Section 5.4 above. In the event of a dispute, Aron will provide, to the extent legally and contractually permissible, to the Company, a copy of the Aron Procurement Contract in question.

5.8 DISCLAIMER OF WARRANTIES . EXCEPT FOR THE WARRANTY OF TITLE WITH RESPECT TO CRUDE OIL OR PRODUCTS DELIVERED HEREUNDER, NEITHER PARTY MAKES ANY WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF SUCH CRUDE OIL OR PRODUCTS FOR ANY PARTICULAR PURPOSE OR OTHERWISE. FURTHER, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION THAT SUCH CRUDE OIL OR PRODUCTS CONFORMS TO THE SPECIFICATIONS IDENTIFIED IN ANY CONTRACT WITH ANY THIRD PARTY SUPPLIER.

5.9 Quality Claims and Claims Handling .

(a) The failure of any Crude Oil or Product that Aron hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Aron Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Aron hereunder; provided, however, that any claims made by Aron with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.9 .

(b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, or ocean transportation, and any dispute, claim, or controversy arising hereunder between Aron and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Aron. In all instances wherein claims are made by a third party against Aron which will be for the account of the Company, the Company shall

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have the right, subject to Section 5.9(d) , to either direct Aron to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Aron, all at the Company’s cost and expense; provided that Aron may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Aron for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement, Aron will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company.

(c) Aron shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Aron assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense.

(d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Aron may notify the Company that Aron is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Aron, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Aron or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Aron shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 shall be handled and resolved in accordance with the provisions of Article 21 .

5.10 Communications .

(a) Each Party shall promptly provide to the other copies of any and all written communications and documents between it and any third party which in any way relate to Ancillary Costs, including but not limited to written communications and documents with Included Product Pipelines, provided that Aron has received such communications and documents in respect of the Included Product Pipelines and/or any communications and documents related to the nominating, scheduling and/or chartering of vessels; provided that neither Party shall be obligated to provide to the other any such materials that contain proprietary or confidential information and, in providing any such materials, such Party may redact or delete any such proprietary or confidential information.

(b) With respect to any proprietary or confidential information referred to in Section 5.10(a) , Aron shall promptly notify the Company of the nature or type of such information and use its commercially reasonable efforts to obtain such consents or releases as necessary to permit such information to be made available to the Company.

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(c) The Parties shall coordinate all nominations and deliveries according to the communications protocol on Schedule J hereto.

ARTICLE 6

PURCHASE PRICE FOR CRUDE OIL

6.1 Daily Volumes . Each Business Day the Company shall provide to Aron, by no later than 7:00 pm HST meter tickets and/or meter readings, and tank gauge readings confirming the Measured Crude Quantity for each Crude Storage Tank for all Delivery Dates since the prior Business Day.

6.2 Purchase Price for Crude Oil . The per Barrel purchase price for the Monthly Net Crude Sales shall equal the Current Month Pricing Benchmark specified for Crude Oil, subject to the calculation of the Total Monthly Crude Oil True-Up Amount as provided for on Schedule C .

6.3 Refinery Crude Purchase Fee . As used herein:

(a) For any month, the Company shall owe to Aron when due the Refinery Crude Purchase Fee.

(b) “ Monthly Net Crude Run ” means, for any month, (i) the Ending In-Tank Crude Inventory for the prior month, plus (ii) the Aron Crude Purchases for such month, plus (iii) the aggregate quantity of Other Barrels that are actually delivered and received at the Crude Storage Tanks during such month, minus (iv) the Ending In-Tank Crude Inventory for such month.

(c) The Refinery Crude Purchase Fee calculated under this Section 6.3 shall be incorporated under Schedule C as an amount due to Aron.

6.4 Material Crude Grade Changes . If either the Company or Aron concludes in its reasonable judgment that the specifications (including specific gravity and sulfur content of the Crude Oil) of the Crude Oil procured, or projected to be procured, differ materially from the grades that have generally been run by the Refinery or such grades that the Company may run from time to time acting as a prudent refinery operator, then the Company and Aron will endeavor in good faith to mutually agree on (i) acceptable price indices for such Crude Oil, and (ii) a settlement payment from one Party to the other that is sufficient to compensate the relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.

6.5 Counterparty Crude Sales . At the request of the Company and subject to the applicable provisions of Article 5 above, Aron may from time to time enter into one or more Counterparty Crude Sales. In such cases, the Counterparty Crude Sales Fee shall be applicable to such Counterparty Crude Sales, and shall be payable by the Company to Aron hereunder; provided, however, such Counterparty Crude Sales Fee shall not be applicable to any other disposition of Crude Oil made by Aron hereunder or under the Transaction Documents.

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6.6 Upon Aron’s request, the Company will provide documentation evidencing all Barrels of Crude Oil purchased for any month under Refinery Procurement Contracts.

ARTICLE 7

TARGET INVENTORY LEVELS AND DIFFERENTIAL ADJUSTMENT

7.1 Target Inventory Levels . Monthly inventory targets for Crude Oil and Products shall be set pursuant to this Article 7 . Such monthly inventory targets for Crude Oil and Products shall be subject to the minimum and maximum inventory levels in Schedule D for each Pricing Group. The Company represents and warrants that the respective Target Month End Crude Volumes and Target Month End Product Volumes that the Company sets for each month during the Term hereof shall be the Company’s good faith estimate, at the time it sets such targets, of the Ending In-Tank Crude Inventory and the Ending In-Tank Product Inventories at the end of such month.

7.2 Target Month End Crude Volume .

(a) By no later than the fifth (5 ^th ) Business Day of the month preceding each Delivery Month, the Company shall notify Aron of the aggregate quantity of Crude Oil that the Company expects to run at the Refinery during such Delivery Month (the “ Projected Monthly Run Volume ”).

(b) For each month of the Term, the Company shall from time to time (but subject to any applicable notification deadlines specified on Schedule D hereto) specify the “ Target Month End Crude Volume ” which shall equal (i) the Target Month End Crude Volume for the immediately preceding month, plus (ii) the aggregate volume of Crude Oil that Aron has nominated under the Aron Procurement Contracts for delivery during that month pursuant to Section 5.4(b) , plus (iii) the aggregate volume of the Other Barrels expected to be delivered during such month, minus (iv) the Projected Monthly Run Volume for that month (except that the Target Month End Crude Volume as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as such on Schedule I hereto).

(c) In establishing a Target Month End Crude Volume, the Parties acknowledge that any increase in a Target Month End Crude Volume is constrained to the extent that the Crude Oil available for delivery under the Aron Procurement Contracts with Third Party Suppliers plus Other Barrels available for delivery during such month are not greater than the Company’s Crude Oil requirements for the Refinery for the month related to such Target Month End Crude Volume.

(d) The Parties may, by mutual agreement, adjust the Target Month End Crude Volume for any month. Any change to a Target Month End Crude Volume shall affect only the subject month and does not impact the calculation of the Target Month End Crude Volume in subsequent months pursuant to Section 7.2(b) .

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7.3 Target Month End Product Volume .

(a) By no later than the fifth (5 ^th ) Business Day of the month preceding each Delivery Month, the Company shall provide to Aron its standard run-out report substantially in the form of Schedule O (the “ Run-out Report ”) showing the estimated quantities of each Product that it expects to produce and deliver to Aron during the following month and the quantities of each Product it expects to sell under the Marketing and Sales Agreement during such following month (for each Product, the “ Projected Monthly Production Volume ”), which may, from time to time, be adjusted by the Company.

(b) For each month and each type of Product, the Company shall from time to time (but subject to any applicable notification deadlines specified on Schedule D hereto) specify an aggregate quantity and grade that shall be the “ Target Month End Product Volume ” for that month, which shall represent a volume which may be zero or a positive number (except that the Target Month End Product Volume for each type of Product as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as such on Schedule I hereto).

(c) Subject to events of Force Majeure, facility turnarounds, the performance of any third parties (including purchasers of Products under the Marketing and Sales Agreement), the Company will, in establishing each Target Month End Product Volume, cause such Target Month End Product Volume to be within the applicable range specified for such Product on Schedule D hereto.

(d) At any time prior to the beginning of the month to which a Target Month End Product Volume relates (but subject to any applicable notification deadlines specified on Schedule D hereto), the Parties may, by mutual agreement, change such Target Month End Product Volume.

(e) In addition, Aron may adjust the Target Month End Product Volume with the consent of the Company.

(f) For any calendar month in which quantities of Products are delivered by Aron under one or more Additional Product Transactions entered into during such month pursuant to the Marketing and Sales Agreement, the Target Month End Product Volume of any such Product for the end of such month shall be reduced by the aggregate net quantity of such Product so delivered to the extent such Additional Product Transactions are entered into after such Target Month End Product Volume is established.

7.4 Differential Adjustments .

(a) Pursuant to the procedures set forth in Schedule K hereto, Aron shall determine for each month during the term hereof whether any adjustment to the Crude Differential is required. Promptly after Aron has completed such calculation, it shall advise the Company in writing as to whether any Crude Differential adjustment is appropriate and if so the amount of such Crude Differential adjustments. Any such adjusted Crude Differential shall become applicable commencing with the month immediately following the month with respect to which such determination was made.

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(b) Promptly following each Differential Adjustment Month, Aron shall review the realized sales data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Product Differentials is appropriate (or, in the case of an Interim Differential Adjustment Month, the Product Differentials identified by whichever Party provides notification thereof); provided that, if Aron determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by Aron), then Aron may, at its election, make such calculation based on data for the three calendar month period preceding the Differential Adjustment Month. Promptly after Aron has completed such calculation, it shall advise the Company in writing as to whether any Product Differential adjustments are appropriate and if so the amounts of such Product Differential adjustments. Any such adjusted Product Differentials shall become applicable commencing with the month immediately following such Differential Adjustment Month.

(c) For any month for which a Crude Differential adjustment is to be made pursuant to Section 7.4(a) or for any Differential Adjustment Month for which any Product Differential adjustments are to be made pursuant to Section 7.4(b) , Aron shall determine either the Product Differential Adjustment Settlement Amount or the Crude Differential Adjustment Settlement Amount and such amount shall be included in the Total Monthly Crude True-Up Amount (in the case of a Crude Differential Adjustment) or Aggregate Monthly Product True-Up Amount (in the case of a Product Differential Adjustment) that is incorporated into the Monthly True-Up Payment for such month or Differential Adjustment Month; provided that, in the case of an Interim Differential Adjustment Month, such determination shall be made only with respect to those Product Differentials identified in Aron’s notification to the Company relating to such Interim Differential Adjustment Month.

(d) As used herein,

(i) “ Differential Adjustment Month ” means either a Scheduled Differential Adjustment Month or an Interim Differential Adjustment Month;

(ii) “ Interim Differential Adjustment Month ” means any month (other than a Scheduled Differential Adjustment Month) during which either Party notifies the other Party in writing (including via email) on or prior to the last Business Day of such month that, in such notifying Party’s commercially reasonable judgment, a material change has occurred in one or more of the market differentials used to establish any of the Product Differentials hereunder; provided that for each such Product Differential no more than one Interim Differential Adjustment Month shall occur between any two consecutive Scheduled Differential Adjustment Months; and

(iii) “ Scheduled Differential Adjustment Month ” means each January, April, July and October during the term hereof (except for the final month of the Term).

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7.5 Monthly Product Adjustments .

(a) Monthly Product Sale Adjustment . For each month (or portion thereof) during the term of the Marketing and Sales Agreement and for each Product Group, Aron shall determine whether an amount is due by one Party to the other (for each Product Group, a “ Monthly Product Sale Adjustment ”) in accordance with the following terms and conditions:

(i) For each Product Group and relevant period, Aron shall determine the aggregate quantity of Barrels of such Product Group sold during such period under Included Sales Transactions;

(ii) If, for any Product Group and relevant period, (i) the Aggregate Sale Receipts exceeds the Index Sale Value (as defined below), then the Monthly Product Sale Adjustment for that Product Group shall equal such excess and shall be due to the Company and (ii) the Index Sale Value exceeds the Aggregate Sale Receipts, then the Monthly Product Sale Adjustment for that Product Group shall equal such excess and shall be due to Aron;

(iii) If Aron determines that any Monthly Product Sale Adjustment is due, it will include its calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Product Sale Adjustment shall be incorporated as a component of the Monthly True-Up Amount due for such period which, if due to the Company, shall be expressed as a negative number and, if due to Aron, shall be expressed as a positive number;

(iv) As used herein:

(A) “ Aggregate Sale Receipts ” shall mean, for any Product Group and relevant period, the sum of the actual aggregate purchase value invoiced by Aron for all quantities of such Product Group that Aron delivered during such period under Included Sales Transactions with Customers (as defined in the Marketing and Sales Agreement); and

(B) “ Index Sale Value ” shall mean, for any Product Group and relevant period, the product of (i) the sum of the aggregate quantity of Barrels of such Product Group sold during such period under Included Sales Transactions, multiplied by (ii) the Current Month Pricing Benchmark for that Product Group and period.

(b) Monthly Product Purchase Adjustment . For each month (or portion thereof) during the term of the Marketing and Sales Agreement and for each Product Group, Aron shall determine whether an amount is due by one Party to the other (for each Product Group, a “ Monthly Product Purchase Adjustment ”) in accordance with the following terms and conditions:

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(i) For each Product Group and relevant period, Aron shall determine the aggregate quantity of Barrels of such Product Group purchased during such period under Included Purchase Transactions;

(ii) If, for any Product Group and relevant period, (i) the Aggregate Purchase Proceeds exceeds the Index Purchase Value (as defined below), then the Monthly Product Purchase Adjustment for that Product Group shall equal such excess and shall be due to Aron and (ii) the Index Purchase Value exceeds the Aggregate Purchase Proceeds, then the Monthly Product Purchase Adjustment for that Product Group shall equal such excess and shall be due to the Company;

(iii) If Aron determines that any Monthly Product Purchase Adjustment is due, it will include its calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Product Purchase Adjustment shall be incorporated as a component of the Monthly True-Up Amount due for such period which, if due to the Company, shall be expressed as a negative number and, if due to Aron, shall be expressed as a positive number;

(iv) As used herein:

(A) “ Aggregate Purchase Proceeds ” shall mean, for any Product Group and relevant period, the sum of the actual aggregate purchase value invoiced to Aron for all quantities of such Product Group that Aron purchased during such period under Included Purchase Transactions with Product Supplier (as defined in the Marketing and Sales Agreement); and

(B) “ Index Purchase Value ” shall mean, for any Product Group and relevant period, the product of (i) the sum of the aggregate quantity of Barrels of such Product Group purchased during such period under Included Purchase Transactions, multiplied by (ii) the Current Month Pricing Benchmark for that Product Group and period.

7.6 Monthly Product Sales Fees . For each month, the applicable Product Sales Fee shall be applied to each Barrel of Product, if any, sold by Aron under any Included Sales Transaction during such month. With respect to each month, the aggregate monthly value of the Product Sale Fees (the “ Aggregate Monthly Product Sales Fee ”) shall be calculated pursuant to Schedule C and shall be due and payable from the Company to Aron as specified in Schedule C .

7.7 Monthly Cover Costs . If, for any month (or portion thereof), Aron reasonably determines that, as a result of the Company’s failure to produce the quantities of Product projected under this Agreement or the Company’s failure to comply with its obligations under the Marketing and Sales Agreement, Aron retains insufficient quantities of Product to comply with its obligations to any third parties, under Included Sales Transactions, and Aron incurs any additional costs and expenses or related damages in procuring and transporting Product from other sources for purposes of covering such delivery obligations or the shortfall in the quantity

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held for its account (collectively, “ Monthly Cover Costs ”), then the Company shall be obliged to reimburse Aron for such Monthly Cover Costs, subject to the limitations set forth in Article 22 . If Aron determines that any Monthly Cover Costs are due to it, Aron shall promptly communicate such determination to the Company and, subject to any mitigation of such costs actually achieved by the Company, include the calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Cover Costs shall be incorporated as a component of the Monthly True-Up Amount due for such period hereunder. If, for any month (or portion thereof), Aron reasonably determines that, as a result of the Company’s failure to produce the quantities of Product projected under this Agreement or the Company’s failure to comply with its obligations under the Marketing and Sales Agreement, Aron retains insufficient quantities of Product to comply with its obligations to Company, under any Company Agreements or otherwise pursuant to Section 2.6 of the Marketing and Sales Agreement, the Company shall be solely responsible for covering any delivery obligations to third parties or the shortfall in the quantity held for such third parties in connection with the Company’s Product Marketing Operations (as defined in the Marketing and Sales Agreement).

7.8 Costs Related to Shortfall . To the extent that Aron is required to cover any shortfall in any Product delivery, under an Included Sales Transaction, by any inventory it owns and acquires separately from the inventory owned and maintained in connection with this Agreement, any cost or loss incurred by Aron in connection therewith that is not otherwise included as a Monthly Cover Cost shall constitute an Ancillary Cost that is to be reimbursed to Aron.

7.9 Excess Target Levels . No later than five (5) Business Days prior to the date on which the Company is obligated to establish the Target Month End Crude Volume or the Target Month End Product Volumes for any month, the Company may request that Aron agree to a level for any of the foregoing that exceeds that applicable maximum level set forth on Schedule D hereto (an “ Excess Inventory Level ”); provided that such request may be for only such month or for a period of two or more consecutive months starting with such month, as the Company shall specify in its request. If such request is made in a timely manner, Aron shall promptly review such request and advise the Company as to whether Aron accepts or rejects such Excess Inventory Level; provided that, Aron is under no obligation to accept any such request. If Aron accepts any request for an Excess Inventory Level, then for all purposes of this Agreement and in lieu of the relevant level set forth on Schedule D , such Excess Inventory Level shall constitute the maximum level the relevant Product Group for the period specified in such request; provided that, after such period, the applicable level set forth on Schedule D shall be in effect for purposes of this Agreement. If Aron rejects any such request, then the applicable level set forth on Schedule D shall continue in effect, unless otherwise expressly agreed by the Parties in writing.

7.10 Excess Inventory Levels .

(a) If, at any time, either Party determines, with respect to any Product Group, that the aggregate quantity of such Product Group being held in the Included Locations exceeds the Maximum Inventory Level for such Product Group (such excess, an “ Excess Quantity ”), such Party shall promptly notify the other Party of the existence and volume of such Excess Quantity. Within three (3) Business Days after such notice is given, Aron shall advise the Company as to whether Aron accepts such Excess Quantity (in which case Section 7.10(b) shall apply) or rejects such Excess Quantity (in which case Section 7.10(c) shall apply).

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(b) If Aron accepts an Excess Quantity then, for all purposes of this Agreement, such Excess Quantity shall constitute the Maximum Inventory Level for the relevant Product Group for the balance of the month in which such Excess Quantity was first identified and, at Aron’s option, for such additional month or months as Aron may specify; provided that if Aron does not accept such Excess Quantity for any additional month or months, such Excess Quantity shall only be in effect for the then current month and if such Excess Quantity remains after the end of such current month, the provisions of this Section 7.10 shall apply anew as of the beginning the following month.

(c) If Aron rejects an Excess Quantity then, for purposes of determining amounts due under Sections 10.1 and 10.2 of this Agreement, such Excess Quantity shall not be counted as Crude Oil or Products being held at an Included Location. In such case, if the Company is able to segregate in one or more Included Tanks a quantity of the relevant Product Group at least equal to such Excess Quantity, the Company may, at its option, elect to designate such Included Tanks and purchase from Aron the segregated quantity of such Product Group held in such designated Included Tanks so that the quantity of such Product Group owned by Aron would not exceed the Maximum Inventory Level for the relevant Product Group after giving effect to such purchase, at a price equal to the product of (a) the volume of such Product Group held in such Included Tanks and (b) the Current Month Pricing Benchmark for the applicable Product Group. After settlement of such purchase, such Included Tanks shall no longer constitute Included Locations for purposes hereof unless and until Aron determines, in its reasonable discretion, that Aron’s ownership of the quantities held in such tanks would not result, as of the time of such determination, in the aggregate quantity of the relevant Product Group owned by Aron exceeding the applicable Maximum Inventory Level. If and when such determination is made, the Parties shall confirm the sale by the Company to Aron of the quantities held in such Included Tanks at a price equal to the product of (a) such quantity and (b) the Current Month Pricing Benchmark for the applicable Product Group and upon the settlement of such purchase, such Included Tanks shall thereafter again constitute Included Locations for all purposes hereof.

ARTICLE 8

PURCHASE AND DELIVERY OF PRODUCTS

8.1 Purchase and Sale of Products .

(a) Aron agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Aron, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

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(b) From time to time, under the Marketing and Sales Agreement, the Company may propose that Aron enter into an Included Purchase Transaction with an identified Product Supplier. Such proposal and Aron’s acceptance and rejection of such proposal shall be made pursuant to Section 2.3 of the Marketing and Sales Agreement.

(c) The following provisions shall be applicable to Refinery Procured Product Barrels:

(i) No later than the fifth (5 ^th ) Business Day of the month preceding a Delivery Month, the Company shall inform Aron whether the Company has purchased or intends to purchase any Product that is being procured under a Refinery Product Contract for delivery during such Delivery Month (“ Refinery Procured Product Barrels ”). In connection with each such quantity of Refinery Procured Product Barrels, the Company shall provide to Aron a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Product Barrels expected to be delivered to the Refinery Product Storage Tanks or such other location designated by the Company during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Aron shall enter into a Included Purchase Transaction under which Aron shall purchase such quantity from the Company as and when it passes the Products Intake Point and Aron shall promptly provide to the Company a written confirmation of such Included Purchase Transaction. If any change occurs in the quantity, grade or delivery terms of the Refinery Procured Product Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Aron of such change and the related Included Purchase Transaction shall be modified accordingly.

(ii) In the event that the Company enters into a Refinery Product Contract, but does not enter into a related Included Purchase Transaction pursuant to a trade ticket as contemplated under Section 8.1(c) above, and the Products procured under such Refinery Purchase Contract is delivered to the Refinery Product Storage Tanks or such other location designated by the Company (“ Other Product Barrels ”), then such Other Product Barrels shall be deemed sold to Aron as and when they pass the Products Intake Point at the Current Month Pricing Benchmarks, provided that prior to the delivery of any Other Product Barrels hereunder, the Parties shall establish reasonable procedures and mechanisms for determining and reporting specific volumes of such Other Product Barrels. With respect to any Other Product Barrels that the Company expects to deliver to the Refinery Product Storage Tanks or such other designated Included Product Tanks, the Company shall give Aron written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Product Barrels and in such notice the Company shall provide to Aron the quantity, grade and delivery terms of such Other Product Barrels expected to be delivered. If thereafter any change occurs in the quantity, grade or delivery terms of the Other Product Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Aron of such change.

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(d) With respect to each shipment of Products delivered under an Included Purchase Transaction that provides for delivery at the SPM Delivery Point, (i) the Company and Aron shall automatically be deemed to have entered into a buy/sell transaction (each, an “ SPM Buy/Sell Product Transaction ”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Product Confirmation, with the Company buying such shipment of Products from Aron at the SPM Delivery Point (the “ Product Buy Leg ”) and selling an equal quantity and quality of Crude Oil to Aron at the Products Intake Point (the “ Product Sell Leg ”), (ii) under the Product Buy Leg of each SPM Buy/Sell Product Transaction, the Company shall purchase from Aron the quantity of Crude Oil delivered under the relevant shipment with delivery and transfer of title and risk of loss all occurring at the SPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Included Purchase Transaction so that, simultaneously with the transfer of title to such Products from the Third Party Supplier to Aron, title to such Products is transferred from Aron to the Company and (iii) under the Product Sell Leg of such SPM Buy/Sell Products Transaction, the Company shall sell to Aron Products in a quantity equal to, and of a grade and quality at least equivalent to, that of the Products purchased by the Company under the Product Buy Leg of such SPM Buy/Sell Product Transaction, with delivery and transfer of title and risk of loss occurring at and as such Product passes the Products Intake Point. With respect to each SPM Buy/Sell Product Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Products delivered under the Product Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Product shall be held exclusively by the Company at all times as and after such Product passes the SPM Delivery Point, while such Product is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Products Intake Point and until such Product passes the Products Intake Point, (C) all such Products in which the Company holds title shall be subject to the security interest and lien in favor of Aron under the Lien Documents, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Products in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Products held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Product Transaction nor the Product Buy Leg or Product Sell Leg thereunder shall constitute a Included Purchase Transaction.

(e) For purposes of all computations hereunder relating to the value of any materials held in the Honolulu 10” Pipeline, including without limitation, for the purposes of Sections 10.1 and 10.2 hereof, the per-barrel price of any such materials shall equal the applicable price benchmark for the Slop Product Group.

8.2 Delivery and Storage of Products .

(a) Unless otherwise agreed by Aron, all Products shall be delivered by the Company to Aron at the Products Intake Point of the Refinery Product Storage Tanks or any other Included Product Tanks (as the case may be) on a DDP (Incoterms 2010) basis, with the Company being responsible for ensuring delivery of such Product into the Refinery Product Storage Tanks.

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(b) Aron shall have exclusive right (to the extent that such exclusive right can be granted) to store Products in the Refinery Product Storage Tanks and all other Included Product Tanks as provided under the Storage Facilities Agreement and, if hereafter entered into, any Required Storage and Transportation Arrangements.

8.3 Expected Yield and Estimated Output .

(a) From time to time, based on its then current operating forecast for the Refinery, the Company may provide to Aron a revised expected Product yield for the Refinery (each, a “ Revised Estimated Yield ” and, together with the Initial Estimated Yield, an “ Estimated Yield ”).

(b) On the Commencement Date and thereafter as set forth on Schedule J , the Company shall, based on the then current Estimated Yield and such other operating factors as it deems relevant, prepare and provide to Aron an estimate of the Product quantities it expects to deliver to Aron during such month (each, a “ Monthly Product Estimate ”).

8.4 Delivered Quantities .

(a) For each Delivery Date, the Company shall provide to Aron, by no later than 7:00 p.m., HST on the second (2 ^nd ) Business Day following such Delivery Date, meter tickets and/or meter readings and tank gauge readings confirming the Measured Product Quantity in each Included Product Tank for each Product delivered during that Delivery Date and other such relevant information including but not limited to Product identifiers and the location of Products, aggregated on a Product Group basis.

(b) If the Company determines that any meter tickets and/or meter readings and tank gauge readings provided pursuant to clause (a) above are inaccurate, the Company will provide to Aron such corrected meter tickets and/or meter readings and tank gauge readings by no later than 7:00 p.m., HST on the third (3 ^rd ) Business Day following the date on which such determination is made.

8.5 Title and Risk of Loss . Title and risk of loss to Products shall pass from the Company to Aron as Products pass the Products Intake Point. Aron shall retain title and risk of loss through the Included Product Pipelines and in the Included Product Tanks. Title and risk of loss to Products shall pass from Aron (i) to the Company as Products pass at a Products Delivery Point or (ii) in the case of sales of Product by Aron under the Marketing and Sales Agreement, to the Company or third parties (as the case may be) at a Products Offtake Point, including tank to tank transfer.

8.6 Product Specifications . The Company agrees that all Products sold to Aron hereunder shall conform to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties.

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8.7 Purchase Price of Products . The per Barrel purchase price for the Monthly Net Product Group Sales for each type of Product Group sold to Aron hereunder shall equal the Current Month Pricing Benchmark specified for such Product Group, subject to the calculation of the Aggregate Monthly Product True-Up Amount as provided for on Schedule C .

8.8 Fees for Included Purchase Transactions . The Product Procurement Fee shall be applied to each Barrel of Product to be delivered to an Included Location or the Refinery pursuant to an Included Purchase Transaction. With respect to each month, the aggregate monthly value of the Product Procurement Fees (the “ Aggregate Monthly Purchased Products Fee ”) shall be calculated pursuant to Schedule C and shall be due and payable from the Company to Aron as specified in Schedule C .

8.9 Transportation, Storage and Delivery of Products .

(a) Aron shall have the exclusive right (to the extent that such exclusive right can be granted) to inject, store and withdraw Products in the Storage Facilities as provided in the Storage Facilities Agreement.

(b) Pursuant to the Required Storage and Transportation Arrangements, Aron shall have the exclusive right (to the extent that such exclusive right can be granted) to inject (except for such injections by the Company otherwise contemplated hereby), store, transport and withdraw Products in and on the Included Product Pipelines and the Included Product Tanks to the same extent as the Company’s rights to do so prior to the implementation of the Required Storage and Transportation Arrangements.

(c) Insofar as any pipeline nominations are required to be made by Aron for any Product prior to any applicable Pipeline Cutoff Date for any month, Aron shall be responsible for making such pipeline and terminal nominations for that month; provided that, Aron’s obligation to make such nominations shall be conditioned on its receiving from the Company scheduling instructions for that month a sufficient number of days prior to such Pipeline Cutoff Date so that Aron can make such nominations within the lead times required by such pipelines and terminals. Aron shall not be responsible if an Included Product Pipeline is unable to accept Aron’s nomination or if the Included Product Pipelines must allocate capacity among its shippers.

8.10 Material Product Grade Changes . If either the Company or Aron concludes in its reasonable judgment that the specifications or the mix of the constituents of a Pricing Group produced, or projected to be produced, differ materially from those that have generally been produced by the Refinery or those that the Company may produce from time to time acting as a prudent refinery operator, then the Company and Aron will endeavor in good faith to mutually agree on (i) acceptable price indices for such Product, and (ii) a settlement payment from one Party to the other sufficient to compensate the relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.

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ARTICLE 9

ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE

9.1 Ancillary Costs .

(a) The Parties agree that, to the maximum extent reasonably practicable, the Company shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company and for the payee of such item to expect payment of such item solely from the Company.

(b) Without limiting the foregoing, the Company agrees to reimburse Aron for all Ancillary Costs incurred by Aron. Such reimbursement shall occur from time to time upon demand of Aron to the Company. When making such demand, Aron shall promptly provide the Company with copies of any relevant trade tickets, invoices or other supporting documentation for Ancillary Costs incurred by Aron.

(c) To the extent the Company has not paid or reimbursed Aron for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect to any Ancillary Costs previously paid or reimbursed, Aron may include in the Monthly True-Up Amount for such month as a separate line item on the applicable Monthly True-Up Amount invoice an amount to compensate the Parties, as appropriate, for such items.

(d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified.

9.2 Month End Inventory .

(a) As of 11:59:59 p.m., HST, on the last day of each month, the Company shall apply the Volume Determination Procedures to the Included Locations, and based thereon shall determine for such month (i) the aggregate volume of Crude Oil held in the Crude Storage Tanks at that time (the “ Ending In-Tank Crude Inventory ”) and (ii) for each Product, the aggregate volume of such Product held in the Refinery Product Storage Tanks and the other Included Product Tanks at that time, plus the Product Linefill for such Product at that time (each, an “ Ending In-Tank Product Inventory ”). The Company shall notify Aron of the Ending In-Tank Crude Inventory and each Ending In-Tank Product Inventory by no later than 5:00 p.m., HST on the tenth day thereafter, except that with respect to volume information provided by third parties, the Company shall endeavor to cause third parties to provide such information to Aron by the tenth (10 ^th ) day after the end of such month.

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(b) Aron may, or may have Supplier’s Inspector, at Aron’s sole cost and expense, witness all or any aspects of the Volume Determination Procedures as Aron shall direct. If, in the reasonable judgment of Aron or Supplier’s Inspector, the Volume Determination Procedures have not been applied correctly, then the Company will cooperate with Aron, or Supplier’s Inspector, to ensure the correct application of the Volume Determination Procedures, including making such revisions to the Ending In-Tank Crude Inventory and any Ending In-Tank Product Inventory as may be necessary to correct any such errors.

(c) The Company agrees that in addition to reporting to Aron the volume determinations made by the Company pursuant to Section 9.2(a) , the Company will provide to Aron copies of all volume reports and statements related to Crude Oil or Products held at any Included Locations or with respect to any hydrocarbon inventories held by the Company at any other locations including any inventory, quantity, or quality inspection reports prepared by a third party.

9.3 Calculation of Sales .

(a) For any month, the “ Monthly Net Crude Sales ” shall be determined as set forth on Schedule C .

(b) For any month, and for each Pricing Group (as defined on Schedule P ), the “ Monthly Net Product Group Sales ” shall be determined as set forth on Schedule C .

9.4 Disposition Following Force Majeure .

(a) Notwithstanding anything to the contrary, if Aron decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil that, based on the then current Monthly Crude Forecast or Weekly Projection, Aron would reasonably have expected to have sold to the Company (any quantity of Crude Oil so disposed of by Aron being referred to as a “ Disposed Quantity ”), then the Company shall be obligated to pay to Aron an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “ Disposition Amount ”); provided, however, prior to Aron making any such disposition and provided that no Event of Default with respect to the Company has occurred and is continuing, the Company shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to arrange the disposition of such Disposed Quantity on commercially reasonable terms and conditions. In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil that the Company would have been expected to purchase based on their current Monthly Crude Forecast or Weekly Projection for the period during which the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwise.

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(b) In connection with its selling any Disposed Quantity, Aron shall promptly determine the Disposition Amount and issue to the Company an invoice for such amount. The Company shall pay to Aron the invoiced amount no later than the second Business Day after the date of such invoice. If, in connection with the sale of any Disposed Quantity, the Disposition Amount is a negative number, then Aron shall pay the amount of such excess to the Company no later than the second Business Day after the date of such invoice.

(c) In connection with any disposition by Aron permitted by this Section 9.4 , Aron will endeavor, in good faith, to consult with the Company regarding, and keep the Company apprised of Aron’s negotiations relating to, such disposition so long as, in Aron’s commercially reasonable judgment, doing so does not in any way interfere with or limit Aron’s ability to execute such disposition in such manner as it deems acceptable.

9.5 Tank and Pipeline Maintenance .

(a) Promptly after the Company completes its annual business plan with respect to any year, it shall notify Aron of any tank maintenance contemplated with respect to such year that would result in any SPM Delivery Point, Crude Storage Tank, Product Storage Tank or Included Product Pipelines being unavailable.

(b) The Company immediately shall notify Aron orally (followed by prompt written notice) of any previously unscheduled downtime or maintenance of any SPM Delivery Point, or in the case of any Crude Storage Tank, Product Storage Tank or Included Product Pipeline, any previously unscheduled downtime or maintenance expected to have a duration in excess of ten (10) days.

(c) The Company shall give Aron at least thirty (30) days’ prior written notice of any scheduled maintenance that the Company and/or any of its Affiliates intends to conduct on any of the Crude Storage Tanks or the Included Company Product Tanks that would result in such storage tank being taken out of service for a period greater than thirty (30) days (“ Tank Maintenance ”).

(d) In connection with any Tank Maintenance, the Parties shall promptly consult and endeavor to agree on adjusted inventory minimum and maximum levels and other appropriate adjustments hereunder that are to apply during the period of such Tank Maintenance, if deemed necessary by the Parties.

(e) The Company agrees that it will use its best efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any Tank Maintenance as promptly as practicable. The Company shall provide Aron with an initial estimate of the period of any Tank Maintenance and shall regularly update Aron as to the progress of such Tank Maintenance. If, the Company determines that the expected completion date for Tank Maintenance has or is likely to change by thirty (30) days or more, it shall promptly notify Aron of such determination.

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9.6 Certain Regulatory Matters . If Aron shall determine, in its reasonable judgment, that as a result of (a) the adoption or taking effect of any Applicable Law, (b) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority or (d) any interpretation of or proposal to implement any of the foregoing (each, a “ Regulatory Event ”), Aron is or would (i) not permitted to hold or own all or certain types of Crude Oil and/or Products, (ii) be unable to perform in any material respect its obligations under this Agreement and/or the other Transaction Documents or (iii) were it to continue to hold or own such Crude Oil and/or Product or perform such obligations, be or likely to be subject to additional or increased burdens or costs, then it shall notify the Company in writing of such determination and the Parties shall promptly shall consult in good faith to determine and assess what actions or steps, if any, either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event. If the Parties identify actions or steps that, in Aron’s reasonable judgment, can be implemented without resulting in Aron incurring any additional costs or expenses hereunder or under the other Transaction Documents while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If the Parties are unable to identify such actions or steps or are unable to implement any actions and steps that have been so identified, that so long as such Regulatory Event continues, Aron may, by written notice to the Company, elect to terminate this Agreement in the manner provided for in Article 20 on such date Aron shall specify in such notice, which date shall constitute a Termination Date for purposes of Section 20 ; provided that (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such notice shall occur at least thirty (30) days after the date such notice is given and if practicable on the last day of a month; provided further that, to the extent not inconsistent with or in violation of such Regulatory Event and subject to the expected or actual effective date of such Regulatory Event, Aron will specify a Termination Date occurring at least six (6) months but no more than nine (9) months after such notice, but is under no obligation to specify such later Termination Date if, in Aron’s sole good faith judgment, doing so presents any risk to Aron that it may become subject to such Regulatory Event or any additional material costs, burdens or restrictions as a result thereof.

ARTICLE 10

PAYMENT PROVISIONS

10.1 Interim Payments .

(a) For each day, Aron will calculate a provisional payment (each an “ Interim Payment ”) by applying the applicable Daily Prices to the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales for that day, in the manner illustrated on Schedule G and using Best Available Inventory Data; provided that if inventory data have not been reported on any day within a two (2) Business Day period, Aron will use the inventory data for the day occurring during the thirty (30) day period preceding such calendar day that results in the largest Estimated Daily Net Crude Sales or the smallest Estimated Daily Net Product Sales (as the case may be), in any case resulting in an amount equal to the highest daily amount that would be payable to Aron; provided further that, if Aron determines that any inventory data it has used in such determination was inaccurate by at least 20,000 barrels, then Aron shall adjust future Interim Payments to take account of any corrected inventory data.

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The “ Interim Payment ” shall be an amount equal to the value of the Estimated Daily Net Crude Sales based on the applicable Daily Prices minus the sum of the value of the Estimated Daily Net Product Sales based on the applicable Daily Prices. If this is a negative amount, the absolute value will represent an amount payable to the Company and if this is a positive amount, it will represent an amount payable to Aron.

(b) With respect to the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales,

(i) The inventory data to be used in determining each shall include the Best Available Inventory Data.

(ii) The Company shall, at the end of each day, provide to Aron inventory reports in the form set forth on Schedule H , showing the quantity of Crude Oil held in the Crude Storage Tanks and the quantities of Products held in the Included Product Tanks; and

(c) For the purposes hereof,

(i) “ Estimated Daily Net Crude Sales ” “Estimated Daily Net Crude Sales” for any day shall be the estimate for that day of the Crude Oil volume, excluding any Other Barrels, that equals the Ending Inventory for the Material “#CRUDERUN” (as shown in the Inventory Report), which will equal the total number of Crude Oil Barrels run for such day, excluding any Other Barrels;

(ii) “ Estimated Daily Net Product Sales ” for any day and Product shall be the estimate for that day of the Product volume that equals (A) the total of (w) the aggregate volume of such Product held in the Product Storage Facilities at the end of such day, plus (x) the Daily Product Sales of such Product for such day, minus (y) the Daily Product Purchases of such Product for such day, minus (z) the aggregate volume of such Product held in the Product Storage Facilities at the beginning of such day; and

(d) For each day, Aron shall determine the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales, in a commercially reasonable manner based on the inventory data and otherwise in the manner contemplated by this Section 10.1 and Schedule G , and to the extent it deems appropriate taking into account such other data as may be relevant to the determination of such estimates.

(e) Aron shall advise the Company of the amount of an Interim Payment via invoice issued in accordance with Schedule G . The party obligated to make such Interim Payment shall cause such payment to be made on the applicable Payment Date indicated on Schedule G .

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(f) For any Business Day, the Interim Payment to be determined and advised by Aron shall be the Interim Payment for that day, provided that if such Business Day is followed by one or more non-Business Days (whether weekends or Bank Holidays), then Aron shall determine and advise to the Company the Interim Payment for that Business Day as well as the Interim Payment each of such following non-Business Days and all such Interim Payments shall be due on the same day.

10.2 Monthly True-Up Amount .

(a) Aron will use commercially reasonable efforts to provide to the Company, within five (5) Business Days following receipt of the Ending In-Tank Crude Inventory and the Ending In-Tank Product Inventory pursuant to Section 9.2 , a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment (the “ Monthly True-Up Amount ”). The Monthly True-Up Amount for any month shall be equal to:

(i) the Total Monthly Crude Oil True-Up Amount (as defined in Schedule C ); plus

(ii) the Aggregate Monthly Product True-Up Amount (as defined in Schedule C ), plus

(iii) the aggregate amount of unpaid or unreimbursed Ancillary Costs for such month and any adjustments relating to estimated or paid Ancillary Cost, plus

(iv) the Counterparty Crude Sales Fee for such month, plus

(v) the Deferral Fee for such month, plus

(vi) the Deferred Payment Availability Fee for such month, plus

(vii) the Monthly Cover Costs; plus

(viii) any other amount then due from the Company to Aron under this Agreement or any other Transaction Document, minus

(ix) any other amount then due from Aron to the Company under this Agreement or any other Transaction Document.

If the Monthly True-Up Amount is a negative number, then the absolute value of such number shall be the amount due from Aron to the Company, and if the Monthly True-Up Amount is a positive number, such amount shall be due from the Company to Aron. The Company shall pay any Monthly True-Up Amount due to Aron no later than the earlier of (i) fifteen (15) Business Days after the Company’s receipt of the monthly invoice and all related documentation supporting the invoiced amount or (ii) the last Business Day of such month. Aron shall pay any Monthly True-Up Amount due to the Company no later than the earlier of (i) fifteen (15) Business Days after making its definitive determination of such amount or (ii) the last Business Day of such month.

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(b) For purposes of determining the amounts due under clauses (i) and (ii) of Section 10.2(a) , the definitions and formulas set forth in Schedule C shall apply and for purposes of determining the amount due under clause (v) and (vi) of Section 10.2(a) , the definitions and formula set forth in Schedule F shall apply. In addition, the Fee Letter contains various definitions and formulas that shall be applied for purposes of determining certain of the amounts referred to in Section 10.2(a) .

10.3 Maximum Inventory Levels . Notwithstanding any transfer of title to Aron to all such Crude Oil or Products, Aron shall not be obligated at any time to pay for any quantity of Crude Oil or Product under Section 10.1 or 10.2 or otherwise hereunder to the extent such payment would relate to an aggregate quantity of Crude Oil or such Products in the Included Locations in excess of the then applicable maximum level as set forth on Schedule D or as may have been temporarily adjusted under Section 7.9 .

10.4 Invoices .

(a) Invoices shall be prepared and submitted in accordance to Schedule G .

(b) If the Company in good faith disputes the amount of any invoice issued by Aron relating to any amount payable hereunder (including Interim Payments, Monthly True-Up Amounts or Ancillary Costs), it nonetheless shall pay Aron the full amount of such invoice by the due date and inform Aron in writing of the portion of the invoice with which it disagrees and why; provided that, to the extent that the Company promptly informs Aron of a calculation error that is obvious on its face, the Company shall pay Aron the undisputed amounts and may retain such disputed amount pending resolution of such dispute. The Parties shall cooperate in resolving the dispute expeditiously. If the Parties agree that the Company does not owe some or all of the disputed amount or as may be determined by a court pursuant to Article 25 , Aron shall return such amount to the Company, together with interest at the Fed Funds Rate from the date such amount was paid, within two (2) Business Days from, as appropriate, the date of their agreement or the date of the final, non-appealable decision of such court. Following resolution of any such disputed amount, Aron will issue a corrected invoice and any residual payment that would be required thereby will be made by the appropriate Party within two (2) Business Days.

10.5 Other Feedstocks . If Aron procures any catfeed or other non-Crude Oil feedstocks for the Company to run at the Refinery, the Parties shall agree in connection with such procurement upon terms for incorporating the purchase of such feedstocks into the daily and monthly settlements contemplated by Sections 10.1 and 10.2 above.

10.6 Interest . Interest shall accrue on late payments under this Agreement at the Default Interest Rate from the date that payment is due until the date that payment is actually received by Aron.

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10.7 Payment in Full in Same Day Funds . All payments to be made under this Agreement shall be made by wire transfer of same day funds in U.S. Dollars to such bank account at such bank as the payee shall designate in writing to the payor from time to time. Except as expressly provided in this Agreement, all payments shall be made in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims which a Party may now have or hereafter acquire against the other Party, whether pursuant to the terms of this Agreement or otherwise.

ARTICLE 11

DEFERRED PAYMENT

11.1 Deferred Payment Period . From and after the Commencement Date until the Deferred Payment Termination Date (the “ Deferred Payment Period ”), payment of amounts due from the Company to Aron or Aron to the Company under this Agreement shall be deferred or applied to the extent provided in, and subject to the terms and conditions of, this Article 11 .

11.2 Daily Deferrals . Aron shall, on each Business Day, pursuant to the terms and conditions set forth on Schedule F hereto, determine whether and the extent to which either (i) payments due hereunder from one Party to the other shall be subject to deferred settlement or (ii) payments previously deferred hereunder shall be subject to accelerated settlement. Promptly after such determination on any Business Day, Aron shall notify the Company in writing (which include notice by email) of the results of such determination and the Parties shall effect payment hereunder in accordance with such results.

11.3 Invoicing and Other Communications . Aron will make commercially reasonable efforts to incorporate payment deferrals and application under Sections 11.2 above in the invoice it issues for Interim Payments and Monthly True-Up Amounts if such information is available prior to such issuance; provided that if such information is not incorporated into such invoice, Aron will thereafter endeavor in a commercially reasonable manner to apprise the Company, via separate communication, of such information prior to the due date for such Interim Payment or Monthly True-Up Amount.

11.4 Interim Increases or Reductions of Current Deferred Payment Amount . As provided in Schedule F hereto, the Current Deferred Payment Amount will from time to time increase or decrease based on a combination of variables as determined and applied thereunder, including without limitation changes in the Deferred Payment Credit Support Amount. In addition, as provided in Schedule F , either Party may elect to prepay an amount that has been deferred prior to its deferred settlement date, which shall result in adjustment to the Current Deferred Payment Amount.

11.5 Deferral Fee . In consideration of the payment deferral provided for in this Article 11 , the Company shall owe and pay to Aron, for each month (or portion of a month) during the Deferred Payment Period, the Deferral Fee for such month (or portion of a month). The Deferral Fee shall be calculated as of the end of each month or the last date of the Deferred Payment Period for the month or portion of a month ending on such date. For purposes of calculating such Deferral Fee, Aron shall determine the Average Deferral Amount for the relevant period in

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accordance with Schedule F . Each Deferral Fee calculated as of the end of a month shall be due as provided in Section 10.2 . A Deferral Fee calculated as of the end of the Deferred Payment Period shall be due pursuant Section 19 or 20 , as applicable.

(a) On the Deferred Payment Termination Date, the Current Deferred Payment Amount shall be immediately due and payable by the Company to Aron, together any Deferral Fee due with respect to the period ending on such date.

(b) The “ Deferred Payment Termination Date ” shall be the earliest to occur of the following: (i) the Termination Date pursuant to Section 20 ; (ii) upon notice by Aron after the occurrence and during the continuance of any Event of Default with respect to the Company (other than an Event of Default under Section 19.1(d) ); (iii) upon the occurrence of an Event of Default with respect to the Company under Section 19.1(d) ; and (iv) such date as the Parties shall mutually agree in writing.

11.7 Eligible Receivables and Eligible Hydrocarbon Inventory .

(a) By no later than 7:00 p.m. HST on each Business Day, the Company shall provide to Aron, via email, reports in form and substance reasonably satisfactory to Aron as illustrated in Schedule H (the “ Receivables Report ”, “ Billing Due Report ” and “ Inventory Report ”) showing (i) the then current total amount of Eligible Receivables and a breakdown of such Eligible Receivables by Acceptable Account Debtor, which breakdown shall indicate the amount and remaining tenor of each Eligible Receivable owing by the relevant Acceptable Account Debtor, and (ii) the inventory quantities that then constitute Eligible Hydrocarbon Inventory, including the quantity and location of each type of inventory.

(b) Promptly after receipt of each Receivables Report, Billing Due Report and Inventory Report, Aron shall calculate the Deferred Payment Credit Support Amount based on the information provided in such report; provided that Aron may only exclude from such calculation any receivables included in such report that Aron, in its reasonable judgment, determines in good faith do not constitute Eligible Receivables and any Hydrocarbons that Aron, in its reasonable judgement, determines in good faith do not constitute Eligible Hydrocarbon Inventory.

(c) The Company, by delivering a Receivables Report, Billing Due Report and Inventory Report shall be deemed to represent and warrant to Aron (to the same extent as if set forth in this Agreement) that (i) all Accounts identified as Eligible Receivables in such report meet all the requirements of an Eligible Receivable set forth in this Agreement and (ii) all Hydrocarbons identified as Eligible Hydrocarbon Inventory in such report meet all the requirements of Eligible Hydrocarbon Inventory set forth in this Agreement.

(d) The Company agrees that, at least once every 6 months, the Company shall procure and cause to be provided to Aron a due diligence report prepared by KPMG LLP (or such other independent auditor as shall be acceptable to Aron) and addressed to

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Aron relating to the Company’s Eligible Receivables and other matters pertaining to the Company and its operations and financial condition, which report shall be in substance comparable to the reports previously provided by KPMG to the Company’s lenders (a “ Receivables Assessment ”). The Company further agrees that, if Aron has in its reasonable judgment identified material discrepancies between those Accounts that the Company has reported as Eligible Receivables and the Accounts that actually qualify as Eligible Receivables, then Aron may require that the Company procure and cause to be provided to Aron one or more additional Receivables Assessments, provided that Aron shall not be entitled to require more than two additional Receivables Assessments during any 12 month period. All costs of procuring such Receivables Assessment shall be borne by the Company.

ARTICLE 12

INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT

12.1 Aron shall be entitled to have Supplier’s Inspector, at Aron’s sole cost and expense, present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures.

12.2 In addition to its rights under Section 12.1 , Aron may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company, at Aron’s own cost and expense, have Supplier’s Inspector conduct surveys and inspections of any of the Storage Facilities or observe any Crude Oil or Product transmission, handling, metering or other activities being conducted at such Storage Facilities or the Delivery Points; provided that such surveys, inspections and observations shall not materially interfere with the ordinary course of business being conducted at such Storage Facilities or the Refinery.

12.3 Subject to the Storage Facilities Agreement between Aron and the Company, Aron will have the right to inspect the Storage Facilities. In the event that recalibration of meters, gauges or other measurement equipment is requested by Aron such as “strapping,” the Parties shall select a mutually agreeable certified and licensed independent petroleum inspection company (the “ Independent Inspection Company ”) to conduct such recalibration. The cost of the Independent Inspection Company is to be shared equally by the Company and Aron.

12.4 Standards of Measurement . All quantity determinations herein will be corrected to sixty (60) degrees Fahrenheit based on a U.S. gallon of two hundred thirty one (231) cubic inches and forty two (42) gallons to the Barrel, in accordance with the latest supplement or amendment to ASTM-IP petroleum measurement tables (Table 6A of ASTM-IP for Feedstocks and Table 6B of ASTM-IP for Products).

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ARTICLE 13

FINANCIAL INFORMATION; CREDIT SUPPORT

13.1 Provision of Financial Information . The Company shall provide Aron (i) within ninety (90) days following the end of each of its fiscal years, (a) a copy of the annual report, containing audited consolidated financial statements of the Company and its consolidated subsidiaries for such fiscal year certified by independent certified public accountants and (b) the balance sheet, statement of income and statement of cash flow of the Company for such fiscal year, as reviewed by the Company’s independent certified public accountants, and (ii) within forty five (45) days after the end of its first three fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited consolidated financial statements of the Company and its consolidated subsidiaries for such fiscal quarter; provided that so long as the Company is required to make public filings of its quarterly and annual financial results pursuant to the Exchange Act, such filings are available on the SEC’s EDGAR database and such filings are made in a timely manner, then the Company will not be required to provide such annual or quarterly financial reports to Aron.

13.2 Additional Information .

(a) Upon reasonable notice, the Company shall provide to Aron such additional information as Aron may reasonably request to enable it to ascertain the current financial condition of the Company, including product reports in the form of Schedule S ; and

(b) From time to time, upon reasonable request by Aron, the Company shall obtain and provide to Aron additional information from third party arrangements, if any, but only to the extent the Company may contractually disclose such arrangements to Aron.

13.3 Notification of Certain Events . The Company shall notify Aron within one (1) Business Day after learning of any of the following events:

(a) The Company’s or any of its Affiliates’ binding agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any Person (including an Affiliate) an option to acquire, in one transaction or a series of related transactions, all or a material portion of the Refinery assets;

(b) The Company’s or any of its Affiliates’ binding agreement to consolidate or amalgamate with, merge with or into, or transfer all or substantially all of its assets to, another entity (including an Affiliate);

(c) An early termination of or any notice of any “event of default” under any Base Agreement, if any;

(d) An amendment to any Financing Agreement; provided that the Company shall notify Aron at least ten (10) Business Days prior to entering into any new Financing Agreement; and

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(e) The execution of any agreement or other instrument or the announcement of any transaction or proposed transaction that contemplates or could or does result in a Change of Control.

13.4 Credit Support .

(a) As security for the prompt and complete payment of all amounts due or that may become due from the Company to Aron and the performance by the Company of all covenants and obligations to be performed by it pursuant to this Agreement and all other Transaction Documents and all outstanding transactions hereunder and thereunder (collectively, the “ Obligations ”), the Company hereby pledges, assigns, conveys and transfers to Aron as margin, and hereby grants to Aron a present and continuing security interest in and to, and a general first lien upon and right of set off against, to amount of U.S. dollars constituting the Initial Margin Amount and all interest and other proceeds from time to time received, receivable or otherwise distributed in respect thereof, or in exchange therefor; provided that (i) the Company shall effect such pledge, assignment, conveyance and transfer of the Initial Margin Amount as and when required under Section 4.3 hereof and (ii) once the full amount of the Initial Margin Amount has been so pledge, assigned conveyed and transferred, the Company agrees that for the duration of the Term, it shall maintain such pledge, assignment, conveyance and transfer and take such action as Aron reasonably requests in order to perfect Aron’s continuing security interest in, and lien on (and right of setoff against), such amount. Notwithstanding the provisions of Applicable Law, if no Event of Default has occurred and is continuing with respect to Aron, then Aron shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business all or any portion of the Initial Margin Amount, free from any claim or right of any nature whatsoever of the Company, including any equity or right of redemption by the Company. Nothing in this Section 13.4(a) shall limit any rights of Aron under any other provision of this Agreement or any other Transaction Documents, including without limitation, under Section 13.4(b) or Article 19 below. The Company acknowledges and agrees that, as provided in the Master Agreement, the Initial Margin Amount constitutes credit support for the Company’s obligations under the Master Agreement in accordance with the terms thereof. Aron will exercise reasonable care to assure the safe custody of the Initial Margin Amount to the extent required by Applicable Law.

(b) As further security for the prompt and complete payment of all amounts due or that may become due hereunder, the Company shall grant the Lien contemplated by, comply with the terms of and maintain in full force and effect the Lien Documents and assist Aron in maintaining any UCC financing statements or other filings necessary to preserve Aron’s Liens pursuant to the Lien Documents.

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ARTICLE 14

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE

14.1 The Company shall be responsible for all operations and maintenance of Included Locations which are, directly or indirectly, owned by the Company. The Company shall promptly notify Aron in writing of the date for which any inspection, maintenance, restart or turnaround at the Refinery or the Refinery Facilities has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery, the SPM or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to Aron or by Aron to the Company or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Aron of any such inspection, maintenance, restart or turnaround contemplated with respect to such year and (ii) the Company shall give Aron at least two (2) months’ prior written notice of any such scheduled inspection, maintenance, restart or turnaround.

14.2 The Company shall promptly notify Aron orally (followed by prompt written notice) of any previously unscheduled downtime at the Refinery hydrocracker or Crude Oil unit exceeding twenty-four (24) hours.

14.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time.

14.4 (a) Subject to Section 14.4(b) below, if at any time Aron determines that all or any portion of the facilities constituting an Included Location (in each case, “ Identified Facilities ”) fail to satisfy Aron’s then applicable policies and procedures (such policies and procedures to be in reasonable accordance with and not to exceed industry, regulatory and customary practices) relating to the prudent maintenance and operation of storage tanks, pipeline facilities, vessels and other infrastructure used to store or transport crude oil and/or refined products (“ Aron’s Policies and Procedures ”), and without limiting any other rights and remedies available to Aron hereunder or under any other Transaction Document, Aron may provide the Company notice of such failure so long as such failure is continuing and, if Aron provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facility Agreement, upon such date as Aron shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Aron in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Aron deems necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Aron in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof.

(b) Aron’s rights under Section 14.4(a) above are subject to the following additional terms and conditions:

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(i) Aron shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Aron in a similar manner;

(ii) If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Aron shall not require the removal of such Identified Facilities as Included Locations until the 120 ^th day after giving the Company written notice of such failure, unless in Aron’s reasonable judgment such failure presents an imminent risk relating to such Identified Facility in which case Aron may require that such Identified Facility immediately cease to constitute an Included Location and the terms of Section 14.4(a) shall immediately become applicable, (2) during such 120 day period, Aron shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company;

(iii) If within the 120 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Aron will extend such 120 day period up for up to an additional 60 days (or such longer period as the Parties may mutually agree) to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period (or such longer period as the Parties may mutually agree), then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and

(iv) If any Identified Facilities cease to be Included Locations pursuant to Section 14.4(a) above and thereafter Aron determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Aron shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.

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ARTICLE 15

TAXES

15.1 (a) The Company shall pay and indemnify and hold Aron harmless against, the amount of all sales, use, gross receipts, value added, severance, ad valorem, excise, property, spill, environmental, transaction-based, or similar taxes, duties and fees, howsoever designated regardless of the taxing authority, and all penalties and interest thereon, except to the extent such penalties and interest are due to the willful misconduct of Aron (each, a “ Tax ” and collectively, “ Taxes ”), paid, owing, asserted against, or incurred by Aron directly or indirectly with respect to the Crude Oil procured and sold to Company hereunder, and the Products purchased and resold to Company hereunder, and other transactions contemplated hereunder to the greatest extent permitted by applicable law; in the event that the Company is not permitted to pay such Taxes, the amount due hereunder shall be adjusted by Aron such that the Company shall bear the economic burden of the Taxes. The Company shall pay when due such Taxes unless there is an applicable exemption from such Tax, with written confirmation of such Tax exemption to be contemporaneously provided to Aron. To the extent Aron is required by law to collect such Taxes, one hundred percent (100%) of such Taxes shall be added to invoices as separately stated charges and paid in full by the Company in accordance with this Agreement, unless the Company is exempt from such Taxes and furnishes Aron with a certificate of exemption; provided, however, that (i) the failure of Aron to separately state or collect Taxes from the Company shall not alter the liability of the Company for Taxes and (ii) Aron shall only be liable for Taxes if and to the extent that such Taxes have been separately stated and collected from the Company. Any refund or credit with respect to any Taxes paid or indemnified by Company hereunder shall belong to Company. Aron shall be responsible for all taxes imposed on Aron’s net or gross (or any derivative thereof) income, and the Company shall be responsible for all taxes imposed on the Company’s net or gross (or any derivative thereof) income. For avoidance of doubt, no taxes described in the immediately preceding sentence shall include gross receipts taxes described in the first sentence of this Section 15.1(a).

(b) In addition to paragraph (a), the Company shall complete and file all necessary property tax returns on Aron’s behalf with respect to Crude Oil and Products, regardless of whether property tax laws place the obligation to do so on Aron or the Company, disclose Aron’s ownership interest therein, and pay such amounts as due. Provided that the Company pays (or indemnifies Aron for) all property taxes, the Company shall have the first right to claim income tax credits for such property taxes paid and shall be solely responsible for the extent to which such credits are available to or realized by the Company.

15.2 If the Company disagrees with Aron’s determination that any Tax is due with respect to transactions under this Agreement, the Company shall have the right to seek an administrative determination from the applicable taxing authority, or, alternatively, the Company shall have the right to contest any asserted claim for such Taxes, subject to its agreeing to indemnify Aron for the entire amount of such contested Tax should such Tax be deemed applicable. Aron agrees to reasonably cooperate with the Company, in the event the Company determines to contest any such Taxes. Company shall be responsible for all costs and expenses incurred by Company or Aron in the event Company decides to seek an administrative determination from the applicable taxing authority or to contest any such Taxes.

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15.3 (a) The Company and Aron shall promptly inform each other in writing of any assertion by a taxing authority of additional liability for Taxes in respect of said transactions. Any legal proceedings or any other action against Aron with respect to such asserted liability shall be under Aron’s direction but the Company shall be kept reasonably informed and consulted by Aron. Any legal proceedings or any other action against the Company with respect to such asserted liability shall be under the Company’s direction but Aron shall be consulted. In any event, the Company and Aron shall fully cooperate with each other as to the asserted liability. Each Party shall bear all the reasonable costs of any action undertaken by the other at the Party’s request.

(b) In addition to paragraph (a) and other information sharing requirements applicable to Aron and the Company, Aron and the Company shall seasonably and from time to time as is otherwise reasonable exchange and share information with each other as necessary to properly report, defend, challenge, and pay Taxes (including but not limited to sales taxes and fuel taxes and file tax returns (including without limitation any returns referred to in Section 15.1(b)), including information that supports and demonstrates total sales, sales that are exempt from Tax, and sales that are subject to Tax at a reduced rate.

15.4 Any other provision of this Agreement to the contrary notwithstanding, this Article 15 shall survive until ninety (90) days after the expiration of the statute of limitations for the assessment, collection, and levy of any Tax.

ARTICLE 16

INSURANCE

16.1 Insurance Coverages . The Company shall procure and maintain in full force and effect throughout the Term of this Agreement insurance coverages of the following types and amounts and with insurance companies rated not less than A- by A.M. Best Company, or otherwise equivalent in respect of the Company’s properties and operations:

(a) Property damage including business interruption coverage on an “all risk” basis, including but not limited to flood, earthquake, windstorm, and tsunami, covering damage to the Refinery Facilities and the Storage Facilities on a repair or replacement cost basis in an amount sufficient to repair major components of such Facilities as reasonably determined pursuant to an engineering report prepared by an expert recognized by underwriters for such purpose or loss limited reasonably acceptable to Aron. Aron shall be named as a co-loss payee under such property damage coverage, and the losses, if any, for property damage shall be payable to Aron for distribution by it to itself and to the Company, as their respective interests may appear, or order, except that, unless underwriters have been otherwise instructed by notice in writing from Aron, in the case of any loss involving any damage to the Refinery or Storage Facilities that is less than $10,000,000, the underwriters shall pay directly for the repair or replacement or other charges involved or, if the Company shall have first fully repaired the damage or replaced the damaged property and paid the cost thereof, or discharged any other charges directly related thereto, then the underwriters may pay the Company as reimbursement therefor without first obtaining the written consent thereto of Aron. Business interruption

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and extra expense coverage shall include at least 18 months indemnity period and shall be in an amount equal to the projected net income plus costs that would necessarily continue from such Facilities based upon the Company’s reasonable estimate thereof.

(b) Commercial general liability coverage which includes bodily injury, broad form property damage and contractual liability, cross suit liability, products and completed operations liability, sudden and accidental pollution liability (excluding events that result in acidic deposition), liability arising out of wharfinger, terminal operator and/or stevedoring operations and loss, and contamination or degradation of Aron’s Crude Oil and Products inventory coverage in a minimum amount of $1,000,000 per occurrence and $2,000,000 in the aggregate, which coverage may be self-insured by the Company.

(c) (i) Workers compensation in the amount required by Applicable Law, and (ii) employer’s liability with a minimum amount of $1,000,000 per accident, $1,000,000 per disease, and $1,000,000 aggregate.

(d) Commercial automobile liability insurance in a minimum amount of $1,000,000 per accident.

(e) Umbrella/excess liability coverage providing coverage on a follow-form basis with respect the coverage required under Sections 16.1(b) (not including contamination or degradation of Aron’s Crude Oil and Products inventory), (c)(ii) and (d)  in a minimum amount of $400,000,000 per occurrence and in the aggregate; provided that, to the extent such limit exceeds the insurance limits available or the insurance limits available at commercially reasonable rates in the insurance marketplace, the Company will maintain the highest insurance limit available at commercially reasonable rates; provided further however, that the Company will promptly notify Aron of the Company’s inability to procure and maintain such limit of coverage.

(f) Pollution legal liability coverage (excluding events that result in acidic deposition) in a minimum amount of $100,000,000 per occurrence and in the aggregate.

(g) Charterer’s liability insurance (if applicable) in a minimum amount of $50,000,000 per occurrence and in the aggregate.

16.2 Additional Insurance Requirements .

(a) The foregoing policies shall include or provide that the underwriters waive all rights of subrogation against Aron and the insurance is primary without contribution from Aron’s insurance. The foregoing policies with the exception of those listed in Sections 16.1 (c)  and (g)  shall include Aron, its subsidiaries, and affiliates and their respective directors, officers, employees and agents as additional insured.

(b) The Company shall cause its insurance carriers or its authorized insurance broker to furnish Aron with insurance certificates, in Acord form or equivalent, evidencing the existence of the coverages and the endorsements required above. The Company shall provide thirty (30) days’ written notice prior to cancellation or material modification of insurance becoming effective. The Company also shall provide renewal certificates prior to expiration of the policy.

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(c) The Company shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.

(d) The Company shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Section 16.1 .

16.3 Aron Insurance Requirements . Aron shall, at Aron’s expense, carry and maintain in full force and effect throughout the Term of this Agreement all risk cargo insurance for the full market value with respect to the Crude Oil and Products that it owns. Aron shall pay all premiums required to maintain these policies in effect. In the event that the market value or potential full replacement cost of all Crude Oil and Products exceeds the insurance limits available or the insurance limits available at commercially reasonable rates in the insurance marketplace, Aron will maintain the highest insurance limit available at commercially reasonable rates.

16.4 No Reduction or Release . The mere purchase and existence of insurance does not reduce or release either Party from any liability incurred or assumed under this Agreement.

ARTICLE 17

FORCE MAJEURE

17.1 If a Party is rendered unable by an event of Force Majeure to perform in whole or in part any obligation or condition of this Agreement (the “ Affected Party ”), it shall not be liable to the other Party to perform such obligation or condition (except for payment and indemnification obligations) for so long as the event of Force Majeure exists and to the extent that performance is hindered by such event of Force Majeure; provided, however, that the Affected Party shall use any commercially reasonable efforts to avoid or remove the event of Force Majeure. During the period that performance by the Affected Party of a part or whole of its obligations has been suspended by reason of an event of Force Majeure, the other Party (the “ Non-Affected Party ”) likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, except for any payment and indemnification obligations. The Parties acknowledge that if, as a result of a Force Majeure, the Company were to suspend its receipt and/or processing of Crude Oil, then Aron would be entitled to suspend, to a comparable extent, its purchasing of Products.

17.2 The Affected Party shall give prompt oral notice to the Non-Affected Party of its declaration of an event of Force Majeure, to be followed by written notice within twenty-four (24) hours after receiving such oral notice of the occurrence of a Force Majeure event, including, to the extent feasible, the details and the expected duration of the Force Majeure event and the volume of Crude Oil or Products affected. The Affected Party also shall promptly notify the Non-Affected Party when the event of Force Majeure is terminated. However, the failure or inability of the Affected Party to provide such notice within the time periods specified above shall not preclude it from declaring an event of Force Majeure.

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17.3 In the event the Affected Party’s performance is suspended due to an event of Force Majeure in excess of thirty (30) consecutive days after the date that notice of such event is given, and so long as such event is continuing, the Non-Affected Party, in its sole discretion, may terminate or curtail its obligations under this Agreement affected by such event of Force Majeure (the “ Affected Obligations ”) by giving notice of such termination or curtailment to the Affected Party, and neither Party shall have any further liability to the other in respect of such Affected Obligations to the extent terminated or curtailed, except for the rights and remedies previously accrued under this Agreement, any payment and indemnification obligations by either Party under this Agreement and the obligations set forth in Article 20 . Without limiting any rights of any Non-Affected Party under this Article 17 , the parties agree that following notice of an event of Force Majeure, they will consult in good faith to assess potential actions or steps with respect thereto.

17.4 If any Affected Obligation is not terminated pursuant to this Article 17 or any other provision of this Agreement, performance shall resume to the extent made possible by the end or amelioration of the event of Force Majeure in accordance with the terms of this Agreement; provided, however, that the term of this Agreement shall not be extended.

17.5 The Parties acknowledge and agree that the right of Aron to declare a Force Majeure based upon any failure by a Third Party Supplier to deliver Crude Oil under a Aron Procurement Contract is solely for purposes of determining the respective rights and obligations as between Aron and the Company with respect to any Crude Oil delivery affected thereby, and any such declaration shall not excuse the default of such Third Party Supplier under one or more Aron Procurement Contracts. Any claims that Aron may have as a result of such Third Party Supplier’s failure shall be subject to Section 5.9 and any other applicable provisions of this Agreement relating to claims against third parties.

17.6 If at any time during the Term any of the Required Storage and Transportation Arrangements cease to be in effect (in whole or in part) or any of the applicable Included Product Pipelines or Included Product Tanks cease, in whole or in part, to be available to Aron pursuant to the Required Storage and Transportation Arrangements, and the foregoing is a result of or attributable to any owner or operator of such Included Product Pipelines or Included Product Tanks becoming Bankrupt or breaching or defaulting in any of its obligations relating to the Required Storage and Transportation Arrangements, then:

(a) The Company shall promptly use commercially reasonable efforts to establish for Aron’s benefit alternative and/or replacement storage and transportation arrangements no less favorable to Aron (in Aron’s reasonable judgment) than those that have ceased to be available;

(b) Until such alternative and/or replacement arrangements complying with clause (a) above have been established, each Party shall be deemed to have been affected by an event of Force Majeure and its obligations under this Agreement shall be curtailed to the extent such performance is hindered by such lack of effectiveness of any Required Storage and Transportation Arrangements or the availability of any pipeline or storage facility related thereto; and

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(c) Without limiting the generality of the foregoing, in no event shall Aron have any obligation under or in connection with this Agreement to store Crude Oil or Product in any pipeline or store Crude Oil or Product in any storage facility at any time from and after the owner or operator thereof becoming Bankrupt. If any such storage facility is an Included Location then Aron may, in its discretion, elect upon written notice to the Company that such storage facility shall cease to be an Included Location as of a date specified in such written notice in which case any Crude Oil or Product held by Aron therein shall be purchased by the Company in accordance with the applicable provisions of Sections 10.1 and 10.2 hereof.

ARTICLE 18

REPRESENTATIONS, WARRANTIES AND COVENANTS

18.1 Mutual Representations . Each Party represents and warrants to the other Party as of the Effective Date and each sale of Crude Oil hereunder, that:

(a) It is an “Eligible Contract Participant,” as defined in Section 1a(18) of the Commodity Exchange Act, as amended.

(b) It is a “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Crude Oil or Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code.

(c) It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and in good standing under such laws.

(d) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing.

(e) The execution, delivery and performance of the Transaction Documents and the performance of its obligations thereunder and the consummation of the transactions contemplated thereby do not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

(f) Except for the filing of UCC-1 or UCC-3 financing statements and the Lien Documents in applicable state and county filing offices, all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with.

(g) Its obligations under the Transaction Documents constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

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(h) No Event of Default or Default has occurred and is continuing with respect to such Party, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents.

(i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents.

(j) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement.

(k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same, and is capable of assuming those risks.

(l) It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party.

(m) The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement.

(n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this Agreement.

(o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is entitled to any compensation with respect thereto.

(p) None of its directors, officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

18.2 Company’s Representations and Covenants .

(a) The Company will deliver true and complete copies of the Base Agreements and all amendments thereto to Aron as and when such agreements are entered into by the Company.

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(b) The Company shall in all material respects perform its obligations under and comply with the terms of the Base Agreements and Required Storage and Transportation Arrangements as and when such agreements are entered into by the Company.

(c) The Company shall maintain and pursue diligently all its material rights under the Base Agreements and Required Storage and Transportation Arrangements and take all reasonable steps to enforce its rights and any rights granted to the Company thereunder as and when such agreements are entered into by the Company.

(d) With respect to any Aron Procurement Contract, Included Purchase Transaction, buy/sell transaction or other transaction subject hereto in which Aron is receiving delivery of any Crude Oil or Products from a vessel, the Company covenants and agrees that it will use commercially reasonable efforts to provide, or cause to be provided, a safe berth for such vessel free of all wharfage, dockage and quay dues or than those dues being contested in good faith for which adequate reserves have been established in accordance with GAAP, which such vessel can proceed to, lie at, and depart from, always safely afloat.

(e) The Company shall not modify, amend or waive rights arising under any of the Base Agreements or the Required Storage and Transportation Arrangements as and when such agreements are entered into by the Company without the prior written consent of Aron; provided, however, that if the Company provides Aron with notice, the Company may make such modifications or amendments, including extensions or elections under any of the foregoing, that do not adversely affect Aron’s rights thereunder, degrade, reduce or limit the standards applicable to the operator thereunder or otherwise interfere with Aron’s rights to use the Included Product Pipelines and Included Product Tanks subject thereto without the prior written consent of Aron.

(f) The Company shall not cause or permit any of the Crude Oil or Products held at the Included Locations to become subject to any Liens, except for Permitted S&O Liens.

(g) The Company represents and warrants that the Storage Facilities have been maintained, repaired, inspected and serviced in accordance with good and prudent industry standards and Applicable Law and are in good working order and repair in all respects.

(h) The Company (i) represents and warrants that each Included Location is within the FTZ and (ii) covenants and agrees that it will cause (and take such actions as are necessary to cause) each Included Location at all times during the Term of this Agreement to continue to be within FTZ or to otherwise be entitled to the benefits of being within the FTZ (should any FTZ designation change).

(i) Neither Company nor any Affiliate shall, from and after the Effective Date, enter into any Financing Agreement (an “ Additional Financing Agreement ”) unless such Additional Financing Agreement, at the time it is entered into, (i) contains

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provisions that recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) does not adversely affect in any respect any of Aron’s rights or remedies under this Agreement or the other Transaction Documents and (iii) recognizes that Aron is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Financing Agreement, other than Permitted S&O Liens. Neither Company nor any Affiliate shall modify or amend (including any extensions of or elections under), or waive any rights arising under, any Additional Financing Agreement without the prior written consent of Aron, if doing so would (i) adversely affect in any respect any of Aron’s rights or remedies under this Agreement or the other Transaction Documents or (ii) cause such Additional Financing Agreement to no longer recognize that Aron is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Financing Agreement, other than Permitted S&O Liens.

(j) To the extent deemed necessary or appropriate by Aron, the Company shall cause acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to Aron, to be duly executed by lenders or other creditors that are party to Financing Agreements, confirming the release of any lien in favor of such lender or other creditor, other than Permitted S&O Liens, that might apply to or be deemed to apply to any Crude Oil and/or Products of which Aron is the owner as contemplated by this Agreement and the other Transaction Documents or the priority of the Lien granted to Aron under the Lien Documents, and agreeing to provide Aron with such further documentation as it may reasonably request in order to confirm the foregoing.

(k) In the event the Company becomes Bankrupt, and to the extent permitted by Applicable Law, the Company intends that (i) Aron’s right to liquidate, collect, net and set off rights and obligations under this Agreement and liquidate and terminate this Agreement shall not be stayed, avoided, or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) Aron shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362((b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the Bankruptcy Code; and (iii) any cash, securities or other property provided as performance assurance, credit, support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in section 101(38) of the Bankruptcy Code and all payments for, under or in connection with the transactions contemplated hereby, shall constitute “settlement payments” as defined in section 101(51A) of the Bankruptcy Code.

(l) The Company agrees that each of them shall have no interest in or the right to dispose of, and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature (collectively, “ Liens ”), other than Permitted S&O Liens, with respect to, any quantities of Crude Oil prior to the delivery thereof by Aron to the Company at the Crude Delivery Point or any quantities of Products after delivery thereof to Aron at a Products Intake Point (collectively, “ Aron’s

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Property ”). The Company authorizes Aron to file at any time and from time to time any Uniform Commercial Code financing statements describing the quantities of Aron’s Property subject to this Agreement and Aron’s ownership thereof and title thereto, as well as any cash, accounts receivables, inventory, PP&E or other Collateral on which the Company has granted to Aron as a first priority Lien pursuant to the Lien Documents, and the Company shall execute and deliver to Aron, and the Company hereby authorizes Aron to file (with or without the Company’s signature), at any time and from time to time, all amendments to financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Aron, as Aron may reasonably request, to provide public notice of Aron’s ownership of and title to the quantities of Aron’s Property subject to this Agreement and to otherwise protect Aron’s interest therein.

(m) The Parties acknowledge that, as provided herein and in the other Transaction Documents, Crude Oil and Products owned by Aron may be subject to Permitted S&O Liens. Notwithstanding the foregoing, the Company covenants and agrees that (i) the Company in its capacity as owner and/or operator of any Storage Facilities shall not have or assert any Permitted S&O Lien with respect to any Crude Oil or Products owned by Aron (excluding, however, any Permitted S&O Lien granted to the Company by Aron pursuant to the Storage Facilities Agreement), (ii) the permissibility or existence of any Permitted S&O Liens does not, and shall not be deemed to, in any way limit the Company’s obligations hereunder and the other Transactions Documents to pay amounts that are or could be the basis for any third parties (whether or not a Governmental Authority) asserting or enforcing, or attempting to assert or enforce, any Permitted S&O Lien, including any obligations of the Company with respect to Ancillary Costs or Taxes and (iii) the permissibility or existence of any Permitted S&O Liens does not, and shall not be deemed to, limit any rights and remedies of Aron hereunder or under other Transactions Documents (subject, however, to the right of the Company to exercise any available rights, remedies, or defenses hereunder or under the other Transactions Documents).

(n) To the extent that Aron, under any Aron Procurement Contract or Included Purchase Transaction, is obligated to make available or provide any berthing, terminalling or other marine-related facilities or services, the Company covenants and agrees that it will (or will cause) such facilities or services to be provided as and when required in accordance with the terms and conditions of such Aron Procurement Contract or Included Purchase Transaction.

(o) If, in connection with the Company’s procurement of Crude Oil or Products from any third party (a “ Company Sourcing Transaction ”), Aron enters into Aron Procurement Contract or Included Purchase Transaction with the Company to purchase such Crude Oil or Products from the Company and thereunder agrees to make a prepayment to the Company for such Crude Oil or Products, then the Company covenants and agrees, with respect to such Company Sourcing Transaction, that:

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(i) the Company will not request, make or agree to any modification to the bill of lading issued under any Company Sourcing Transaction (including without limitation any change to delivery location for the relevant shipment) without Aron’s prior written consent; and

(ii) the funds prepaid by Aron to the Company under the related Aron Procurement Contract or Included Purchase Transaction shall be used exclusively by the Company to make payment to the seller under such Company Sourcing Transaction and the date by which any prepayment from Aron is due to be made shall be fixed so that promptly after the Company’s receipt of such funds it shall be required remit the same to the seller under such Company Sourcing Transaction or to post such funds as cash collateral to support a letter of credit issued to the seller under such Company Sourcing Transaction.

(p) The volume of Sludge held in any Included Tanks shall be determined from time to time as follows:

(i) on an annual basis, the Company shall determine the volume of Sludge in each Included Tank using Infrared Thermography to make such determination;

(ii) so long as no Default or Event of Default with respect to the Company has occurred and is continuing, Aron may at any time require that the Company determine within thirty (30) Business Days the volume of Sludge in each Included Tank using Infrared Thermography if no such determination has been made in the immediately preceding six (6) months and the annual determination to be made under clause (i) above is not scheduled to occur within the next 30 days;

(iii) if a Default or Event of Default with respect to the Company has occurred and is continuing, Aron may at any time require that the Company determine within thirty (30) Business Days the volume of Sludge in each Included Tank using Infrared Thermography; provided that, if the Company does not or is not able to complete such determination within such period, then Aron may elect to have an Independent Inspection Company make such determination as promptly as practicable;

(iv) Infrared Thermography shall be used in determining the Sludge volumes to be determined as of any Termination Date;

(v) if the Company makes any volume determination pursuant to the preceding clauses, it shall promptly provide the results of such determination to Aron in writing; and

(vi) during the Term hereof, for purposes of calculations under Sections 10.1 and 10.2 , Aron shall use the most recently Sludge volumes determined pursuant to the foregoing clauses to calculate the volumes of Crude Oil and Products owned by Aron in the Included Tanks.

(q) The Company shall be the importer of record of all shipments of Crude Oil or Products held in the Included Tanks.

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18.3 Acknowledgment . The Company acknowledges and agrees that (1) Aron is a merchant of Crude Oil and Products and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of Aron’s business which are unrelated hereto and that such dealings and such trading or hedging strategies may be different from or opposite to those being pursued by or for the Company, (2) Aron may, in its sole discretion, determine whether to advise the Company of any potential transaction with a Third Party Supplier and prior to advising the Company of any such potential transaction Aron may, in its discretion, determine not to pursue such transaction or to pursue such transaction in connection with another aspect of Aron’s business and Aron shall have no liability of any nature to the Company as a result of any such determination, (3) Aron has no fiduciary or trust obligations of any nature with respect to the Refinery or the Company or any of its Affiliates, (4) Aron may enter into transactions and purchase Crude Oil or Products for its own account or the account of others at prices more favorable than those being paid by the Company hereunder and (5) nothing herein shall be construed to prevent Aron, or any of its partners, officers, employees or Affiliates, in any way from purchasing, selling or otherwise trading in Crude Oil, Products or any other commodity for its or their own account or for the account of others, whether prior to, simultaneously with or subsequent to any transaction under this Agreement.

ARTICLE 19

DEFAULT AND TERMINATION

19.1 Events of Default . Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “ Event of Default ”:

(a) Either Party fails to make payment when due (i) under Article 10 , Article 20 or any Company Purchase Agreement within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof or any other Transaction Document within five (5) Business Days; or

(b) Other than a default described in Section 19.1(a) , 19.1(c) , or 19.1(k) , either Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) fails to perform any material obligation or covenant to the other under this Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction of the other Party (in its reasonable discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or

(c) Either Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; or

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(d) Either Party becomes Bankrupt; or

(e) Either Party or any of its Designated Affiliates (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or any early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three (3) Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); or either Party or any Affiliate of such Party that is party to any credit support document provided pursuant hereto or in connection herewith, disaffirms, disclaims, repudiates or rejects, in whole or in party, such credit support document or its obligations thereunder; or

(f) A Master Agreement Termination Event occurs with respect to either Party;

(g) A Change of Control; or

(h) The Company fails, after giving effect to any applicable notice requirement or grace period, to perform its obligations under, comply with, or maintain in any material respect a Base Agreement or the Required Storage and Transportation Arrangements, if any; or

(i) The Company or any of its Subsidiaries sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or a material portion of the assets of the Refinery; or

(j) The Company (i) consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to, another entity (including an Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii) (A) the successor entity resulting from any such consolidation, amalgamation or merger or the Person that otherwise acquires all or substantially all of the assets of the Company does not assume, in a manner reasonably satisfactory to Aron, all of the Company’s obligations hereunder and under the other Transaction Documents, or (B) in the reasonable judgment of Aron, the creditworthiness of the resulting, surviving or transferee entity, taking into account any guaranties, is materially weaker than the Company immediately prior to the consolidation, amalgamation, merger or transfer; or

(k) The Company fails to perform or observe any term, covenant or agreement contained in any of Section 5(b)(i) (Liens), Section 5(b)(ii) (Indebtedness), Section 5(b)(iii) (Restricted Payments), Section 5(b)(v) (Asset Dispositions), or Section 5(b)(vi) (Transactions with Affiliates) of the Pledge and Security Agreement; or

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(l) There shall occur, after giving effect to any applicable notice requirement or grace period, either (A) a default, event of default or other similar condition or event (however described) in respect of the Company under one or more agreements or instruments relating to Specified Indebtedness (other than the indebtedness under the Transaction Documents) in an aggregate amount of not less than One Million dollars ($1,000,000) which has resulted in such Specified Indebtedness becoming due and payable under such agreements and instruments before it would have otherwise been due and payable or (B) a default by the Company in making one or more payments on the due date thereof in an aggregate amount of not less than One Million dollars ($1,000,000) under such agreements or instruments (after giving effect to any applicable notice requirement or grace period).

19.2 Remedies Upon Event of Default .

(a) Notwithstanding any other provision of this Agreement, if any Event of Default with respect to the Company, on the one hand, or Aron, on the other hand (such defaulting Party, the “ Defaulting Party ”) has occurred and is continuing, Aron (where the Company is the Defaulting Party) or the Company (where Aron is the Defaulting Party) (such non-defaulting Party or Parties, the “ Non-Defaulting Party ”) may, without notice, (i) declare all of the Defaulting Party’s obligations under this Agreement to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Defaulting Party, including the Current Deferred Payment Amount as contemplated under Section 11.8(a) and/or (ii) subject to Section 19.2(c) , exercise any rights and remedies provided or available to the Non-Defaulting Party under this Agreement or at law or equity, including all remedies provided under the Uniform Commercial Code and as provided under this Section 19.2 .

(b) Notwithstanding any other provision of this Agreement, if an Event of Default has occurred and is continuing with respect to the Defaulting Party, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement (and any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document) and, subject to Section 19.2(c) , to liquidate and terminate any or all rights and obligations under this Agreement and such other Transaction Documents; provided that, in the event Aron is the Non-Defaulting Party, this Agreement shall not be deemed to have terminated in full until Aron shall have disposed of all Crude Oil and Products owned or maintained by Aron in connection herewith. The Settlement Amount (as defined below) shall be calculated in a commercially reasonable manner based on such liquidated and terminated rights and obligations and shall be payable by one Party to the other. The “ Settlement Amount ” shall mean the amount, expressed in U.S. Dollars, of losses and costs that are or would be incurred by the Non-Defaulting Party (expressed as a positive number) or gains that are or would be realized by the Non-Defaulting Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement and such other Transaction Documents. The determination of the Settlement Amount shall include (without duplication): (x) the losses and costs (or gains) incurred or realized (and determined in a commercially reasonable manner) by the Non-Defaulting Party in terminating, transferring, redeploying

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or otherwise modifying any outstanding Procurement Contracts, (y) the losses and costs (or gains) incurred or realized (and determined in a commercially reasonable manner) by the Non-Defaulting Party in terminating and liquidating any transactions evidenced by confirmations subject hereto (including the SPM Master Buy/Sell Crude Confirmation, SPM Master Buy/Sell Product Confirmation and any other buy/sell confirmation hereunder) and (z) all losses and costs (or gains) incurred or realized by the Non-Defaulting Party, as a result of the Non-Defaulting Party’s terminating, liquidating, maintaining, obtaining or reestablishing any Related Hedges (including, if Aron is the Non-Defaulting Party, all hedging transactions relating to the Monthly Market Structure Roll Fees). If the Settlement Amount is a positive number it shall be due to the Non-Defaulting Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.

(c) The Settlement Amount shall be determined by the Non-Defaulting Party, acting in good faith, in a commercially reasonable manner. The Non-Defaulting Party shall determine the Settlement Amount commencing as of the date on which such termination occurs by reference to such futures, forward, swap and options markets as it shall select in its commercially reasonable judgment; provided that the Non-Defaulting Party is not required to effect such terminations and/or determine the Settlement Amount on a single day, but rather may effect such terminations and determine the Settlement Amount over a commercially reasonable period of time. Without limiting the generality of the foregoing, it is agreed that for purposes of determining the Settlement Amount: (1) all fees hereunder and under the Fee Letter (other than the Refinery Crude Purchase Fee Price applicable to the Refinery Crude Purchase Fee) shall be due to Aron and determined by Aron based on the applicable minimum inventory levels specified in Schedule D and current forward curve and applicable Benchmark Prices as of the date of determination of the Settlement Amount; (2) for the period following the date of determination of the Settlement Amount, the Refinery Crude Purchase Fee Price applicable to the Refinery Crude Purchase Fee shall be included in the Settlement Amount based on an assumed net daily crude runs of 60,000 Barrels per day through the Expiration Date; (3) to the extent the Fee Letter provides for the calculation of any amount to be included in the Settlement Amount, the provisions of the Fee Letter shall be controlling for such purpose; and (4) to the extent the Non-Defaulting Party deems it commercially reasonable to do so, it may in referencing prices in the futures, forward, swap and options markets for purposes of calculating various elements of the Settlement Amount endeavor to align the dates as of which such reference prices are determined. In calculating the Settlement Amount, the Non-Defaulting Party shall discount to present value (in any commercially reasonable manner based on London interbank rates for the applicable period and currency) any amount which would be due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation.

(d) Without limiting any other rights or remedies hereunder, if an Event of Default has occurred and is continuing and Aron is the Non-Defaulting Party, Aron may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement or any other Transaction Documents, (ii) withdraw from storage any and all of the Crude Oil and/or Products then in the Included

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Locations, (iii) otherwise arrange for the disposition of any Crude Oil and/or Products subject to any outstanding Aron Procurement Contract or Included Purchase Transaction and/or the modification, settlement or termination of such outstanding Aron Procurement Contract or Included Purchase Transaction in such manner as it elects and (iv) liquidate in a commercially reasonable manner any credit support, margin or collateral, to the extent not already in the form of cash (including applying any other margin or collateral) and apply and set off such credit support, margin or collateral or the proceeds thereof against any obligation owing by the Company to Aron (including without limitation the Initial Margin Amount). Aron shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Company shall in all events remain liable to Aron for any amount payable by the Company in respect of any of its obligations remaining unpaid after any such liquidation, application and set off.

(e) Without limiting any other rights or remedies hereunder, if an Event of Default has occurred and is continuing and the Company is the Non-Defaulting Party, the Company may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement and/or (ii) otherwise arrange for the settlement or termination of the Parties’ outstanding commitments hereunder, the sale in a commercially reasonable manner of Crude Oil and/or Product for Aron’s account, and the replacement of the supply and offtake arrangement contemplated hereby with such alternative arrangements as it may procure.

(f) The Non-Defaulting Party shall set off (i) the Settlement Amount (if due to the Defaulting Party), plus any performance security (including any other margin or collateral) then held by the Non-Defaulting Party pursuant to the Transaction Documents, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Defaulting Party hereunder (including under Article 10 ), against (ii) the Settlement Amount (if due to the Non-Defaulting Party), plus any performance security (including any other margin or collateral) then held by the Defaulting Party, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Non-Defaulting Party hereunder (including under Article 10 ), so that all such amounts shall be netted to a single liquidated amount payable by one Party to the other (the “ Liquidated Amount ”). The Party with the payment obligation shall pay the Liquidated Amount to the applicable other Parties within one (1) Business Day after such amount has been determined. In addition, the Parties acknowledge that, in connection with an Event of Default hereunder, the Step-out Inventory Sales Agreement may be terminated and with respect thereto any rights and remedies available hereunder, under any other agreement between the Parties hereto or the parties thereto, or at law or equity may be exercised.

(g) No delay or failure on the part of the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

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(h) The Non-Defaulting Party’s rights under this Section 19.2 shall be in addition to, and not in limitation or exclusion of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts or other rights under any credit support that may from time to time be provided in connection with this Agreement. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

(i) If an Event of Default has occurred and is continuing, the Non-Defaulting Party may, without limitation on its rights under this Section 19.2 , set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other contract or agreement or otherwise and whether or not then due).

(j) The Parties acknowledge and agree that this Agreement is intended to be a “master netting agreement” as such term is defined in section 101(38A) of the Bankruptcy Code. As used in this Section 19.2 , unless otherwise expressly provided, each reference to “this Agreement” shall, and shall be deemed to, be a reference to “this Agreement and the other Transaction Documents.”

(k) The Parties acknowledge and agree that the Non-Defaulting Party has such additional netting and setoff rights as are provided in the Master Netting Agreement.

ARTICLE 20

SETTLEMENT AT TERMINATION

20.1 Upon expiration or termination of this Agreement for any reason other than as a result of an Event of Default (in which case the Expiration Date or such other date as the Parties may agree shall be the “ Termination Date ”; provided that if such date is not a Business Day, the Termination Date shall occur on the immediately preceding Business Day), the Parties covenant and agree to proceed as provided in this Article 20 ; provided that (x) this Agreement shall continue in effect following the Termination Date until all obligations are finally settled as contemplated by this Article 20 and (y) the provisions of this Article 20 shall in no way limit the rights and remedies which the Non-Defaulting Party may have as a result of an Event of Default, whether pursuant to Article 19 above or otherwise:

(a) If any Aron Procurement Contract does not either (i) by its terms automatically become assigned to the Company on and as of the Termination Date in a manner which releases Aron from all obligations thereunder for all periods following the Termination Date or (ii) by its terms, expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the then existing Third Party Suppliers, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (w) such Aron Procurement Contract shall be assigned to the Company or shall be terminated, (x) all rights and obligations of Aron

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under each of the then outstanding Aron Procurement Contracts shall be assigned to the Company, (y) the Company shall assume all of such obligations to be paid or performed following such termination, and (z) Aron shall be released by such Third Party Suppliers and the Company from any further obligations thereunder. In connection with the assignment or reassignment of any Aron Procurement Contract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the supply and payment arrangements, including any change in payment terms, under the relevant Aron Procurement Contracts so as to prevent any material disruption in the supply of Crude Oil thereunder.

(b) If, pursuant to the Marketing and Sales Agreement, any sales commitments are outstanding which, by their terms, extend beyond the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the purchasers thereunder, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (i) such sales commitment shall be assigned (or reassigned) to the Company or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding sales commitment shall be assigned to the Company, (iii) the Company shall assume all of such obligations to be paid or performed following such termination, and (iv) Aron shall be released by the purchasers thereunder and the Company from any further obligations with respect to such sales commitments. In connection with the assignment or reassignment of any Aron Procurement Contract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the Product marketing and sales arrangements so as to prevent any material disruption in the distribution of Products from the Refinery.

(c) In the event that Aron has become a party to any other third party service contract in connection with this Agreement and the transactions contemplated hereby, including any pipeline, terminalling, storage and shipping arrangement including but not limited to the Required Storage and Transportation Arrangements (an “ Ancillary Contract ”) and such Ancillary Contract does not by its terms expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into with each service provider thereunder such instruments or other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which as of the Termination Date (i) such Ancillary Contract shall be assigned to the Company or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding Ancillary Contract shall be assigned to the Company, (iii) the Company shall assume all of such obligations to be paid or performed following such termination, and (iv) Aron shall be released by the third party service providers thereunder and the Company from any further obligations with respect to such Ancillary Contract.

(d) The volume of Crude Oil and Products at the Included Locations shall be purchased and transferred as contemplated in the Step-Out Inventory Sales Agreement. The Crude Oil volumes measured by Supplier’s Inspector at the Termination Date and recorded in Supplier’s Inspector’s final inventory report shall be the “ Termination Date Crude Oil Volumes ” for the purposes of this Agreement and the Product volumes measured by Supplier’s Inspector at the Termination Date and recorded in Supplier’s

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Inspector’s final inventory report shall be the “ Termination Date Product Volumes ” for purposes of this Agreement, and such Termination Date Crude Oil Volumes and Termination Date Product Volumes shall collectively be referred to as the “ Termination Date Volumes .”

(e) Aron shall promptly reconcile and determine the Termination Amount pursuant to Section 20.2 . The Parties shall promptly exchange all information necessary to determine the estimates and final calculations contemplated by Section 20.2 .

(f) Aron shall have no further obligation to purchase and shall not purchase or pay for Crude Oil or Products, or incur any such purchase obligations on and after the Termination Date. Except as may be required for Aron to fulfill its obligations hereunder until the Termination Date or during any obligatory notice period pursuant to any Aron Procurement Contract, Aron shall not be obligated to purchase, take title to or pay for any Crude Oil or Products following the Termination Date or such earlier date as the Parties may determine in connection with the transitioning of such supply arrangements to the Company. Notwithstanding anything to the contrary herein, no Delivery Date shall occur later than the calendar day immediately preceding the Termination Date.

20.2 Termination Amount .

(a) The “ Termination Amount ” shall equal:

(i) Any unpaid amounts owed by the Company to Aron pursuant to the Step-Out Inventory Sales Agreement, plus

(ii) all unpaid amounts payable hereunder by the Company to Aron in respect of Crude Oil delivered on or prior to the Termination Date, plus

(iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus

(iv) in the case of an early termination, the amount reasonably determined by Aron as the breakage costs it incurred in connection with the termination, unwinding or redeploying of all Related Hedges as a result of such early termination, plus

(v) the aggregate amount due under Section 10.2(a) , calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to Aron, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number, plus

(vi) any unpaid portion of any fee owed to Aron pursuant to Article 11 ; plus

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(vii) any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N ; provided that, if such FIFO Balance Final Settlement is due to Aron, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number, plus

(viii) the Current Deferred Payment Amount, minus

(ix) all unpaid amounts payable hereunder by Aron to the Company in respect of Product delivered on or prior to the Termination Date, minus

(x) all unpaid amounts payable under the Marketing and Sales Agreement by Aron to the Company for services provided up to the Termination Date.

All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to the Company.

(b) The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Aron shall, in a commercially reasonable manner, estimate in good faith each of such components and use such estimated components to determine an estimate of the Termination Amount (the “ Estimated Termination Amount ”); provided that the Parties agree that Aron shall continue to hold the Initial Margin Amount until final settlement is completed pursuant to Section 20.2(c). Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 20.2(a)(i) above shall be estimated by Aron in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “ Step-Out Prices ” as indicated in Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes. Aron shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Aron shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 p.m. HST on the Business Day prior to the Termination Date. If Aron is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., HST on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to the Company.

(c) On or before ten (10) Business Days following the Termination Date, Aron shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the

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“ Termination Reconciliation Statement ”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 20.2(b) and the Initial Margin Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment (but in any event within five (5) Business Days), Aron shall (x) cause any filing or recording of any UCC financing forms to be terminated, (y) release and terminate all Lien Documents pursuant to one or more instruments mutually acceptable to the Parties and (z) deliver, re-assign, reconvey and transfer, as applicable, to the Company any other Collateral or credit support held or maintained by Aron (including, without limitation, the remaining balance, if any, of the Initial Margin Amount after giving effect to this Article 20 ).

(d) Notwithstanding anything herein to the contrary, Aron shall not have any obligation to make any payment contemplated by this Section 20.2 , transfer of title to Crude Oil or Products or to otherwise cooperate in the transition matters described in Section 20.1 unless (i) the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and this Section 20.02 as and when required pursuant to the terms hereof and thereof, and (ii) except as otherwise agreed by the Parties, the Master Agreement and all Transactions outstanding thereunder have been terminated and all amounts due with respect to such terminated Transactions shall have been paid in full.

20.3 Transition Services . To the extent necessary to facilitate the transition to the Purchasers of the storage and transportation rights and status contemplated hereby, each Party shall take such additional actions, execute such further instruments and provide such additional assistance as the other Party may from time to time reasonably request for such purposes.

ARTICLE 21

INDEMNIFICATION; EXPENSES

21.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in the Transaction Documents, Aron shall defend, indemnify and hold harmless the Company, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by Aron of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Aron made herein or in connection herewith proving to be false or misleading, (ii) any failure by Aron to comply with or observe any Applicable Law, (iii) Aron’s negligence or willful misconduct, or (iv) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by Aron or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, except to the extent that any Liability arising under clause (iv) has resulted from the negligence or willful misconduct on the part of the Company, its Affiliates or any of their respective employees, representatives, agents or contractors.

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21.2 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement, the Company shall defend, indemnify and hold harmless Aron, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, including, without limitation the Company’s obligation for payment of taxes pursuant to Section 15.1 , (ii) the Company’s transportation, handling, storage, refining or disposal of any Crude Oil or the products thereof, including any conduct by the Company on behalf of or as the agent of Aron under the Required Storage and Transportation Arrangements, (iii) the Company’s failure to comply with its obligations under the terminalling, pipeline and lease agreements underlying the Required Storage and Transportation Arrangements, (iv) the Company’s negligence or willful misconduct, (v) any failure by the Company to comply with or observe any Applicable Law, (vi) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by the Company or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, (vii) actual or alleged presence or release of Hazardous Substances in connection with the Transaction Documents or the transactions contemplated thereby, or any liability under any Environmental Law related in any way to or asserted in connection with the Transaction Documents or the transactions contemplated thereby or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether Aron is a party thereto, except to the extent that any Liability arising under clause (vi), (vii) or (viii) above has resulted from the negligence or willful misconduct on the part of Aron, its Affiliates or any of their respective employees, representatives, agents or contractors.

21.3 The Parties’ obligations to defend, indemnify, and hold each other harmless under the terms of the Transaction Documents shall not vest any rights in any third party (whether a Governmental Authority or private entity), nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in the Transaction Documents.

21.4 Each Party agrees to notify the other as soon as practicable after receiving notice of any claim or suit brought against it within the indemnities of this Agreement, shall furnish to the other the complete details within its knowledge and shall render all reasonable assistance requested by the other in the defense; provided that, the failure to give such notice shall not affect the indemnification provided hereunder, except to the extent that the indemnifying Party is materially adversely affected by such failure. Each Party shall have the right but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other of any obligations hereunder.

21.5 The Company shall pay (i) all reasonable out-of-pocket expenses incurred by Aron and its Affiliates (including the reasonable fees, charges and disbursements of counsel and tax consultants for Aron) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by Aron and its Affiliates in connection with the enforcement or protection of Aron’s rights under or in connection with this Agreement and the other Transaction Documents.

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ARTICLE 22

LIMITATION ON DAMAGES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY (WHICH INCLUDE ANY AMOUNTS DETERMINED UNDER ARTICLE 19 ) AND NEITHER PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT, SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO (I) ANY THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT OR (II) ANY BREACH OF ARTICLE 24 . EACH PARTY ACKNOWLEDGES THE DUTY TO MITIGATE DAMAGES HEREUNDER.

ARTICLE 23

AUDIT AND INSPECTION

During the Term of this Agreement each Party and its duly authorized representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the other Party, or any of the other Party’s contractors and agents, which relate to this Agreement; provided that, neither this Section nor any other provision hereof shall entitle the Company to have access to any records concerning any hedges or offsetting transactions or other trading positions or pricing information that may have been entered into with other parties or utilized in connection with any transactions contemplated hereby or by any other Transaction Document. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the Termination Date. Each Party shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the Termination Date.

ARTICLE 24

CONFIDENTIALITY

24.1 In addition to the Company’s confidentiality obligations under the Transaction Documents, the Parties agree that the specific terms and conditions of this Agreement, including any list of counterparties, the Transaction Documents and the drafts of this Agreement exchanged by the Parties and any information exchanged between the Parties, including calculations of any fees or other amounts paid by the Company to Aron under this Agreement and all information received by Aron from the Company relating to the costs of operation,

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operating conditions, and other commercial information of the Company not made available to the public, are confidential and shall not be disclosed to any third party, except (i) as may be required by court order or Applicable Laws or as requested by a Governmental Authority, (ii) to such Party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors for purposes of administering, negotiating, considering, processing or evaluating this Agreement and the other Transaction Documents or the transactions contemplated thereby, or (iii) to such Party’ insurance providers, solely for the purpose of procuring insurance coverage or confirming the extent of existing insurance coverage; provided that, prior to any disclosure permitted by this clause (iii), such insurance providers shall have agreed in writing to keep confidential any information or document subject to this Section 24.1 . The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of two (2) years following the Termination Date. The Parties shall be entitled to all remedies available at law, or in equity, to enforce or seek relief in connection with the confidentiality obligations contained herein.

24.2 In the case of disclosure covered by clause (i) of Section 24.1 , to the extent practicable and in conformance with the relevant court order, Applicable Law or request, the disclosing Party shall notify the other Party in writing of any proceeding of which it is aware which may result in disclosure.

24.3 Tax Disclosure . Notwithstanding anything herein to the contrary, the Parties (and their respective employees, representatives or other agents) are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Parties relating to that treatment and structure, without the Parties imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

ARTICLE 25

GOVERNING LAW

25.1 THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.

25.2 EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN ARTICLE 27 . EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE.

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25.3 Each Party waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to this agreement.

ARTICLE 26

ASSIGNMENT

26.1 This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.

26.2 The Company shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron. Aron may, without the Company’s consent, assign and delegate all of Aron’s rights and obligations hereunder to (i) any Affiliate of Aron, provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc. or (ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and business and assumes Aron’s obligations hereunder, whether by contract, operation of law or otherwise, provided that the creditworthiness of such successor entity, in the Company’s reasonable credit judgment, is equal or superior to the creditworthiness of Aron immediately prior to such assignment. Any other assignment by Aron shall require the Company’s consent.

26.3 Any attempted assignment in violation of this Article 26 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.

ARTICLE 27

NOTICES

All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to the other Party’s email set forth in Schedule M , or on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M and to the attention of the person or department indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt.

ARTICLE 28

NO WAIVER, CUMULATIVE REMEDIES

28.1 The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default or Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or Default under, this Agreement, whether of a like kind or different nature.

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28.2 Each and every right granted to the Parties under this Agreement or allowed it by law or equity shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

ARTICLE 29

NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES

29.1 This Agreement shall not be construed as creating a partnership, association or joint venture between the Parties. It is understood that each Party is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make such Party, or any employee or agent of the Company, an agent or employee of the other Party.

29.2 Neither Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of the other; or to otherwise act as the representative of the other, unless expressly authorized in writing by the other.

ARTICLE 30

MISCELLANEOUS

30.1 If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

30.2 The terms of this Agreement constitute the entire agreement between the Parties with respect to the matters set forth in this Agreement, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties. This Agreement shall not be modified or changed except by written instrument executed by the Parties’ duly authorized representatives.

30.3 No promise, representation or inducement has been made by either Party that is not embodied in this Agreement or the Transaction Documents, and neither Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

30.4 Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

30.5 Nothing expressed or implied in this Agreement is intended to create any rights, obligations or benefits under this Agreement in any person other than the Parties and their successors and permitted assigns.

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30.6 All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive for the time periods specified herein.

30.7 This Agreement may be executed by the Parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.

30.8 All transactions hereunder are entered into in reliance on the fact that this Agreement and all such transactions constitute a single, integrated agreement between the Parties, and the Parties would not have otherwise entered into any other transactions hereunder.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF , each Party hereto has caused this Agreement to be executed by its duly authorized representative as of the date first above written.

[Signature Page to Supply and Offtake Agreement]

[Signature Page to Supply and Offtake Agreement]

Exhibit 10.2

Execution Version

STORAGE FACILITIES AGREEMENT

This Storage Facilities Agreement (this “ Agreement ”) is made and entered into as of June 1, 2015, by and among J. Aron & Company (“ Aron ”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Hawaii Independent Energy, LLC (the “ Company ”), a limited liability company organized under the laws of the State of Hawaii and located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a “ Party ” or collectively as the “ Parties ”).

WHEREAS , the Company is the exclusive owner and operator of a crude oil refinery located in Kapolei, Hawaii (the “ Refinery ”) and has the exclusive right to refine and process crude oil and refined petroleum products at the Refinery;

WHEREAS , the Company owns and operates, and has the exclusive right to use, all facilities associated with or adjacent to the Refinery, including (i) the Crude Storage Tanks and Refinery Product Storage Tanks (each as defined below), (ii) the SPM (as defined below) and (iii) all marine facilities, truck facilities and other delivery and loading facilities related thereto, all pipelines and related or associated facilities and infrastructure, together with all modifications or additions thereto;

WHEREAS , the Company owns (or is the exclusive lessee of), operates and has the exclusive right to use, the Company Included Locations (as defined below), which consist of certain terminalling and storage facilities and pipelines and transportation infrastructure that are not located at or adjacent to the Refinery;

WHEREAS, the Company and Aron have entered into the Supply and Offtake Agreement (as defined below), and the Inventory Sales Agreements (as defined in the Supply and Offtake Agreement);

WHEREAS , pursuant to and subject to the terms of the Inventory Sales Agreements, the Company and the Existing Supplier/Offtaker (as defined in the Supply and Offtake Agreement) will sell to Aron all of the Crude Oil and Products (other than certain excepted quantities) stored in the Storage Facilities (as defined below) as of a specified time and, thereafter, pursuant to and subject to the terms of the Supply and Offtake Agreement, Aron will supply Crude Oil to the Company to be processed at the Refinery and purchase Products from the Company produced at the Refinery;

WHEREAS , it is a condition (among others) to the obligations of Aron under the Supply and Offtake Agreement that, for the term of the Supply and Offtake Agreement, Aron shall have (i) the exclusive use of the Crude Storage Tanks for the purposes of holding and storing Crude Oil and the Refinery Product Storage Tanks for purposes of holding and storing Products, (ii) the right to use all such other facilities located at or adjacent to or associated with the Refinery (including the SPM, all marine facilities, truck facilities and other delivery and loading facilities) for purposes of carrying out the transactions contemplated by the Supply and Offtake Agreement and (iii) the right to use the Company Included Locations for purposes of carrying out the transactions contemplated by the Supply and Offtake Agreement;

WHEREAS , the Company expects to derive substantial benefits from the arrangements and accommodations to be provided by Aron under the Supply and Offtake Agreement and other Transaction Documents (as defined therein);

WHEREAS , the Company understands that Aron’s right to have exclusive use of such Storage Facilities is a material term of such contemplated arrangements and accommodations, that Aron would not be prepared to provide such contemplated arrangements and accommodations absent being granted such exclusive right and that, recognizing the foregoing, the Company desires that Aron, and has requested Aron to, enter into the Supply and Offtake Agreement and Transaction Documents and provide the arrangements and accommodations contemplated thereby; and

WHEREAS , the Company and Aron desire to record the terms and conditions upon which Aron shall have exclusive use of such Storage Facilities and the Company shall serve as bailee of all Crude Oil and Products held therein and owned by Aron;

NOW , THEREFORE , in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Aron and the Company do hereby agree as follows:

1. Definitions and Construction .

1.1 Definitions . For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

“ Accepted Industry Practice ” means those practices, methods, specifications and standards of safety and performance, as the same may be changed from time to time, as are commonly used in the operation and maintenance of refineries similar to the Refinery. “Accepted Industry Practice” contemplates the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected under similar circumstances in the refining industry in the same type of undertaking under the same or similar circumstances. “Accepted Industry Practice” does not necessarily mean one particular practice, method, specification or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, specifications and standards.

“ Applicable Law ” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to any Party or the subject matter of this Agreement.

“ Aron Procurement Contract ” has the meaning specified in the Supply and Offtake Agreement.

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“ Bankrupt ” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the foregoing events, (x) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within fifteen (15) days or (xi) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.

“ Business Day ” has the meaning specified in the Supply and Offtake Agreement.

“ Commencement Date ” has the meaning specified in the Supply and Offtake Agreement.

“ Company Included Locations ” mean the Crude Storage Tanks, the Refinery Product Storage Tanks, Included Product Pipelines and all other terminalling and storage facilities and pipelines that the Company owns (or is the exclusive lessee of) whether or not located at or adjacent to the Refinery, of which the Company is the operator, including without limitation any such facilities or pipelines identified on Schedule E or Schedule U to the Supply and Offtake Agreement as “Company Included Locations”.

“ Crude Delivery Point ” has the meaning specified in the Supply and Offtake Agreement.

“ Crude Intake Point ” has the meaning specified in the Supply and Offtake Agreement.

“ Crude Oil ” has the meaning specified in the Supply and Offtake Agreement.

“ Crude Storage Tanks ” has the meaning specified in the Supply and Offtake Agreement.

“ Default ” means any Event of Default, which with notice or the passage of time, would constitute an Event of Default.

“ Defaulting Party ” has the meaning specified in the Supply and Offtake Agreement.

“ Environmental Law ” means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

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“ Event of Default ” has the meaning specified in the Supply and Offtake Agreement.

“ Facility ” has the meaning specified in Section 6.4 .

“ Force Majeure ” has the meaning specified in the Supply and Offtake Agreement.

“ Governmental Authority ” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any person purporting to act therefor.

“ Hazardous Substances ” has the meaning specified in the Supply and Offtake Agreement.

“ Included Purchase Transaction ” has the meaning specified in the Supply and Offtake Agreement.

“ Indemnified Party ” has the meaning specified in Section 15.3 .

“ Indemnifying Party ” has the meaning specified in Section 15.3 .

“ Liabilities ” has the meaning specified in the Supply and Offtake Agreement.

“ Licensed Premises ” means certain facilities located in or near the Refinery or the Company Included Locations, together with all pumps, valves, fittings, fixtures, gauges and meters, and other equipment connected therewith, and all easements, rights-of-way, permits, licenses and other interests in real estate over which the same may run, held by the Company, together with the right to operate the same, including without limitation the SPM.

“ Loss Allowance ” means loss due to normal operations, including evaporation and shrinkage, of up to 0.2% of Materials received into the Storage Facilities; provided that the Loss Allowance shall not apply to discrete measurable losses that are not considered normal operational losses, such as, without limitation, losses from casualty.

“ Materials ” means any Crude Oil and/or Products stored or delivered under this Agreement.

“ Non-Defaulting Party ” means the Party other than the Defaulting Party.

“ Party ” or “ Parties ” has the meaning specified in the preamble to this Agreement.

“ Person ” has the meaning specified in the Supply and Offtake Agreement.

“ Product(s) ” has the meaning specified in the Supply and Offtake Agreement.

“ Products Delivery Point ” has the meaning specified in the Supply and Offtake Agreement.

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“ Refinery ” has the meaning set forth in recitals to this Agreement.

“ Refinery Product Storage Tanks ” has the meaning specified in the Supply and Offtake Agreement.

“ Required Permits ” has the meaning specified in Section 6.3 .

“ Services ” has the meaning specified in Section 8.1 .

“ SPM ” has the meaning specified in the Supply and Offtake Agreement.

“ SPM Delivery Point ” has the meaning specified in the Supply and Offtake Agreement.

“ Storage Facilities ” has the meaning specified in the Supply and Offtake Agreement.

“ Storage Term ” has the meaning specified in Section 2 .

“ Supplier’s Inspector ” has the meaning specified in the Supply and Offtake Agreement.

“ Supply and Offtake Agreement ” means the Supply and Offtake Agreement by and between Aron and the Company, dated as of June 1, 2015, as from time to time amended, modified, supplemented, extended, renewed and/or restated.

“ Termination Date ” has the meaning specified in the Supply and Offtake Agreement.

“ Transaction Document(s) ” has the meaning specified in the Supply and Offtake Agreement.

1.2 Construction of Agreement .

(a) Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of this Agreement and all Schedules and Exhibits are incorporated herein.

(b) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(c) Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

(d) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(e) Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.

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(f) A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(g) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(h) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time.

(i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.3 The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

2. Term . The term of this Agreement (the “ Storage Term ”) shall commence on the Commencement Date and end on the later of the Termination Date (as defined in the Supply and Offtake Agreement) and the last day on which any Materials are held by Aron in any of the Storage Facilities.

3. Exclusive Storage Rights and Licensed Premises .

3.1 The Company hereby grants to Aron, for the Storage Term, the exclusive right to use and an exclusive sublease of, and hereby sublease, let and demise to Aron, the Storage Facilities. During the Storage Term, Aron shall have the exclusive right to store Crude Oil in the Crude Storage Tanks and Products in the Refinery Product Storage Tanks and the other Company Included Locations.

3.2 The Company hereby sublicenses to Aron, on a non-exclusive basis, the Licensed Premises for use by Aron in connection with the loading, unloading, movement and transfer of Crude Oil and Products and the use of the Storage Facilities, subject to Section 5 below.

3.3 The Storage Facilities shall be used only for the storage of Materials. Subject to the rights and obligations of the Parties under the Supply and Offtake Agreement, Aron shall have the right to utilize the Storage Facilities as set forth in, or as otherwise permitted under, the Supply and Offtake Agreement.

4. Facilities Fee .

As rental for the Storage Facilities, the use of the Licensed Premises and the other services to be provided by the Company under this Agreement, Aron shall pay the Company at the rate of $1 per month. Aron shall have the option to prepay, on the Commencement Date, the rent for the use of the Storage Facilities for the period from the Commencement Date through May 31, 2018.

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5. Custody, Title and Risk of Loss .

5.1 During the Storage Term, (i) the only material stored in the Crude Storage Tanks shall be Crude Oil owned by Aron and (ii) the only material stored in the Refinery Product Storage Tanks and the other Company Included Locations shall be Products owned by Aron, except that the Company shall retain title to any Sludge held in any of such tanks. The Company agrees that no other materials shall be stored or commingled with any of Aron’s Materials in the Storage Facilities, other than Sludge owned by the Company; provided that the holding of Sludge in such tanks shall not limit any of the Company’s obligations hereunder or under the other Transaction Documents.

5.2 Aron shall, at all times during the Storage Term, retain exclusive title to the Crude Oil and Products stored by it in the Storage Facilities, and such Crude Oil and Products shall remain Aron’s exclusive property.

5.3 Title and risk of loss to all of the Materials stored in the Storage Facilities shall remain at all times with Aron. Notwithstanding the foregoing, the Company shall be responsible for (i) any contamination of the Materials stored in the Storage Facilities during the Storage Term and (ii) any other loss or damage to the Materials stored in the Storage Facilities during the Storage Term to the extent such loss or damage is caused by or attributable to the negligence or willful misconduct of the Company or any of its employees or agents; provided, however, the Company, solely in its capacity as bailee and operator, shall not be responsible for any losses to the Materials to the extent of the Loss Allowance; provided, further that, the foregoing shall not relieve the Company of any payment or other obligations arising under the S&O Agreement or the other Transaction Documents. The foregoing shall in no way limit the Company’s obligations under the Supply and Offtake Agreement, including with respect to the quantities of Material for which the Company is obligated to compensate Aron.

5.4 During the Storage Term, the Company shall hold all Materials in the Storage Facilities solely as bailee, and represents and warrants that when any such Materials is redelivered to Aron or any party designated by Aron, Aron or such designated party shall have good title thereto free and clear of any liens, security interests, encumbrances and claims of any by, through, or under the Company, but not otherwise, subject to Permitted S&O Liens (as defined in, and to the extent contemplated by, the Supply and Offtake Agreement). During the Storage Term, the Company or any of its Affiliates shall not use any such Materials for any purpose except as may be permitted by the Supply and Offtake Agreement nor shall the Company or any of its Affiliates permit any of their respective Affiliates or any other Person to use such Materials for any purpose except as may be permitted by the Supply and Offtake Agreement. Solely in its capacity as bailee, the Company shall have custody of (i) the Crude Oil from the time such Crude Oil passes the Crude Intake Point to the Storage Facilities until such time that the Crude Oil passes the Crude Delivery Point; and (ii) Products from the time such Product passes the Products Intake Point until such time that the Products pass the Products Delivery Point of the Refinery Storage Tanks or Company Included Locations, as the case may be. Notwithstanding anything herein or in the Transaction Documents to the contrary, Aron acknowledges and agrees that the Company shall have a warehouseman’s lien over any Materials owned by Aron in the Storage Facilities in the amount of any unpaid amounts owing to the Company hereunder then due and owing in accordance with the provisions of the Uniform Commercial Code or pursuant to any other statutory or possessory lien or charge on or security interest in such Materials as otherwise may arise under Applicable Law.

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5.5 The right granted to Aron to use the Licensed Premises includes the obligations of the Company to make the SPM available for receiving deliveries under Aron Procurement Contracts or, if any, Included Purchase Transactions that contemplate delivery of Material at the SPM Delivery Point and, if applicable, making deliveries of Product to the extent Aron is required to do so pursuant to any transaction entered into under the Supply and Offtake Agreement that contemplates such a delivery; provided that, without limiting any other provision of this Agreement, it is acknowledged and agreed (i) that the Company is solely responsible for the operation and maintenance of the SPM and all pipelines, hoses and other infrastructure related thereto, (ii) as contemplated by the Supply and Offtake Agreement, title and risk of loss to any Material received on behalf of Aron at an SPM Delivery Point will in all cases, as such Material is received, be immediately and concurrently transferred to the Company, (iii) in no event shall Aron hold title to any Material while in transit from the SPM Delivery Point to the inlet flange of the Crude Storage Tanks or Refinery Product Storage Tanks, as the case may be and (iv) the Company shall be solely responsible for all arranging and all operations relating to the movement of such Material from the SPM Delivery Point to an onshore storage location.

6. Condition and Maintenance of Storage Facilities; Product Storage .

6.1 The Company agrees that all of the Storage Facilities shall be in a condition generally acceptable within the industry and capable of storing the Materials without contaminating them. The Company will maintain and operate the Storage Facilities in good working order and repair and serviceable condition in accordance with generally accepted industry standards and in compliance with all Applicable Laws. The Company shall have sole responsibility for all operations at each of the Storage Facilities and for performing all storage and throughput services at or related to the Storage Facilities. Without limiting the foregoing, the Company shall be responsible for all maintenance and repairs (notice of any such maintenance or repairs shall be provided according to Section 9.5 and Article 14 , as applicable, of the Supply and Offtake Agreement), labor, utilities, pumps, piping, tank conditions, heat and other activities on, at or under the Storage Facilities. All movements, receipts and deliveries of Materials to, at or from the Storage Facilities shall be solely the responsibility of the Company. The Company will ensure that the Storage Facilities have all connections, equipment and capacity required to facilitate the movement of Materials into and out of the Storage Facilities and the Licensed Premises have all connections, equipment and capacity required to facilitate the movement of Materials between the docks, pipelines or truck loading or discharge facilities and the Storage Facilities. All expenses relating to any of the foregoing activities shall be borne exclusively by the Company. Aron does not, directly or indirectly, have any responsibility for the operation or maintenance of the Storage Facilities or the Licensed Premises or any movements of Materials to, at or from the Storage Facilities or the Licensed Premises.

6.2 The Company will store each grade of Product in separate Refinery Product Storage Tanks or separate storage tanks at the other Company Included Locations and avoid any contamination of one Product by another or any degradation of the quality of any Product that would adversely affect the marketability of such Product. In addition, the Company will use commercially reasonable efforts to ensure that no Crude Oil or Products shall be contaminated with scale or other materials, chemicals, water or any other impurities. In the event of any contamination, the Company may reprocess, treat or condition any such contaminated Products to a salable condition.

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6.3 During the Term of this Agreement, the Company shall, at their sole cost and expense, take all actions reasonably necessary or appropriate to obtain, apply for, maintain, monitor, renew, and/or modify as appropriate, any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any governmental authority pertaining or relating to the operation of the Refinery, the Storage Facilities and/or the Licensed Premises in the manner contemplated by the Supply and Offtake Agreement (the “ Required Permits ”). The Company shall not do anything in connection with the performance of its obligations under this Agreement that causes a termination or suspension of the Required Permits.

6.4 The execution of this Agreement by the Parties does not confer any obligation or responsibility on Aron in connection with: (i) any existing or future environmental condition at the Refinery, the Storage Facilities and/or the Licensed Premises (collectively, the “ Facility ”), including, but not limited to the presence of a regulated or hazardous substance on or in environment media at the Facility (including the presence in surface water, groundwater, soils or subsurface strata, or air), including the subsequent migration of any such substance; (ii) any Environmental Law; (iii) the Required Permits; or (iv) any requirements arising under or relating to any Applicable Law pertaining or relating to the operation of the Facility.

6.5 The Company is and shall be the operator of the Facility in all respects, and Aron shall have no power or authority to direct the activities of the Company, or to exert control over the operation of the Facility or any portion thereof and nothing herein shall be deemed to grant or provide such power or authority to Aron (provided, however, that Aron’s enforcement of this Agreement, the Supply and Offtake Agreement and/or the other Transaction Documents in accordance with their respective terms shall not be deemed to be in contravention of the foregoing).

6.6 Materials may require the application of heat or steam by the Company to maintain the same in a liquid free-flowing or pumpable state; the Company agrees to provide the required heat at the Company’s cost. Recalibration, or strapping, of the Storage Facilities may be performed from time to time in accordance with the terms of the Inventory Sales Agreements or the Supply and Offtake Agreement.

7. Inspection and Access Rights .

7.1 Aron and its representatives (including one or more Supplier’s Inspector) may inspect the Storage Facilities from time to time during the term of this Agreement.

7.2 At any reasonable times during normal business hours and upon reasonable prior notice, Aron and its representatives (including one or more Supplier’s Inspector) shall have the right to enter and exit the Company’s premises in order to have access to the Storage Facilities, to observe the operations of the Storage Facilities and to conduct such inspections as Aron may wish to have performed in connection with this Agreement, including the right to inspect, gauge,

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measure, take product samples or take readings at any of the Storage Facilities on a spot basis. Without limiting the generality of the foregoing, the Company shall regularly grant Supplier’s Inspector such access from the last day of each month until the third Business Day of the ensuing month. Notwithstanding any of the foregoing, if an Event of Default has occurred and is continuing, Aron and its representatives and agents shall have unlimited and unrestricted access to the Storage Facilities for so long as such Event of Default continues.

8. Throughput and Handling Services .

8.1 From time to time during the Storage Term, the Company shall, at its own cost, perform such throughput, handling and measuring services as Aron shall request or perform such blending and other services as otherwise required for the Company to fully perform its obligations under the Supply and Offtake Agreement (collectively, “ Services ”).

8.2 Aron may, in its discretion, provide written instructions relating to specific Services it is requesting or provide standing written instructions relating to ongoing Services. Aron may, at any time on reasonable prior notice, revoke or modify any instruction it has previously given, whether such previous instructions relate to a specific Service or are instructions relating to an ongoing Service or Services. The Company shall not be required to perform any requested Services that it reasonably believes will materially adversely interfere with, or be detrimental to, the operation of the Refinery.

8.3 The Company agrees to keep the Storage Facilities open for receipt and redelivery of Aron’s Materials twenty-four (24) hours a day, seven (7) days a week, subject to periods of maintenance or downtime affecting such Storage Facilities.

9. Scheduling and Measurements .

9.1 Aron shall provide notice to the Company prior to each calendar month as to the estimated quantities of Crude Oil it expects to deliver to the Crude Storage Tanks and the estimated quantities of Products it expects to deliver to the Refinery Product Storage Tanks during that month; provided that Aron shall not be required to provide any such notice unless such quantities differ from those estimated deliveries contemplated for such month pursuant to the Supply and Offtake Agreement.

9.2 The volume of Aron’s Materials received into and redelivered out of the Storage Facilities shall be measured daily by the Company, using the applicable tank gauges, and shall be subject, at all times, to the Loss Allowance. Volume measurements shall be made as provided in the Supply and Offtake Agreement. The Company shall provide Aron with (i) daily reports showing the tank gauges and meter readings for the prior day and (ii) monthly reports reflecting all Materials movements during that month. In addition, whenever the Volume Determination Procedures (as defined in the Supply and Offtake Agreement) are required to be performed thereunder, the Company shall fully participate and cooperate in performing such Volume Determination Procedures and, if requested by Aron, shall do so in collaboration with Aron’s agents (including any Supplier’s Inspector).

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9.3 The Company shall provide Aron with reasonable prior notice of any periodic testing and calibration of any measurement facilities providing measurement of Materials at the Storage Facilities and the Company shall permit Aron to observe such testing and calibration. In addition, the Company shall provide Aron with any documentation regarding the testing and calibration of the measurement facilities.

10. Additional Covenants .

10.1 The Company hereby:

(a) agrees that it shall not sell, shall have no interest in and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature, other than Permitted S&O Liens (as defined in the Supply and Offtake Agreement), with respect to any of the Materials;

(b) (i) confirms that it will post at the Storage Facilities such reasonable placards as Aron requests stating that Aron is the owner of all Materials held in the Storage Facilities and (ii) agrees that it will take all actions necessary to maintain such placards in place for the Storage Term;

(c) acknowledges and agrees that Aron may file one or more UCC-1 financing statements with respect to the Materials stored in the Storage Facilities, and it shall cooperate with Aron in executing such financing statements as Aron deems necessary or appropriate;

(d) agrees to provide all pumping and transfer services with respect to the Storage Facilities and Licensed Premises as Aron may from time to time request with respect to any Material;

(e) agrees to permit Aron to have full and quiet possession of the Storage Facilities for the use thereof in the storage and/or transportation of the Materials;

(f) agrees to permit Aron’s personnel to have rights of access to and egress from the Facility by crossing over, around and about the Facility for any purpose related to this Agreement or the Supply and Offtake Agreement, including but not limited to enforcing its rights and interests under this Agreement and/or in the event of an Event of Default (as defined in the Supply and Offtake Agreement); provided that (i) Aron’s personnel shall follow routes and paths designated by the Company or security personnel employed by the Company, (ii) Aron’s personnel shall observe all security, fire and safety regulations while, in around or about the Facility, and (iii) Aron shall be liable for any damage directly caused by the negligence or other tortious conduct of such personnel;

(g) agrees to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Storage Facilities and Licensed Premises;

(h) agrees to replace, maintain and/or repair the Storage Facilities and Licensed Premises or any other part of the Facility affecting the safe and proper use of the Storage Facilities and Licensed Premises by Aron which may be destroyed or damaged by the elements, acts of God, fire, floods, or any other cause excluding damage or destruction caused by the negligence or tortious conduct of Aron’s personnel;

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(i) agrees to furnish any and all fuel, power and pumping equipment, together with all personnel necessary to transport Materials in accordance with the terms of this Agreement and/or the Supply and Offtake Agreement;

(j) agrees that, in the event of any Crude Oil or Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of any Storage Facilities, the Company shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Company deems appropriate or necessary and shall notify or arrange to notify Aron immediately of any such spill, leak or discharge and of any such operations;

(k) agrees that the Company shall from time to time clean the Crude Storage Tanks or Refinery Product Storage Tanks during the Storage Term for the following reasons: to perform maintenance, to perform inspections, in case of an emergency, to ensure product quality or as the Company otherwise deems appropriate in accordance with Applicable Law (including all Environmental Laws) and Accepted Industry Practice. In the event of tank cleaning pursuant to this Section, the Company shall be responsible for the full cost of removing Aron’s Materials, cleaning the applicable tanks and disposing of any contaminants. The Company may identify substitute tank(s) for Aron during such time that a Crude Storage Tank or Refinery Product Storage Tank is unavailable due to tank cleaning pursuant to this Section and the Parties shall cooperate with respect to the use of the same in a commercially reasonable manner. The transfer of Aron’s Materials from the unavailable Crude Storage Tank or Refinery Product Storage Tank to the substitute tank, as well as any transfer from the substitute tank back to the original Crude Storage Tank or Refinery Product Storage Tank or another tank, shall be at the Company’s sole expense. The Company shall provide any necessary certificates, filings or reports required by Applicable Law (including all Environmental Laws) or Accepted Industry Practice in connection with the use of any substitute tank. Any such substitute tank(s) will be covered by the terms and conditions of this Agreement. The Company shall, as provided in Section 21, notify Aron of all events and/or actions covered by or taken pursuant to this Section;

(l) agrees that if any Crude Storage Tank or Refinery Product Storage Tank is out of service permanently or for a period longer than in connection with scheduled maintenance, the Company shall take any actions required by Applicable Law (including all Environmental Laws) or Accepted Industry Practice in connection with such tank, including any cleaning or providing any necessary certificate, filings or reports, and the Company shall remove all Materials from such tank; and

(m) represents and confirm that all representations and warranties of the Company contained herein shall be true and correct on and as of the Commencement Date.

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10.2 Aron hereby agrees:

(a) to permit personnel of the Company to have access to the Storage Facilities for operation of the Facility, inspections, safety or maintenance purposes, from time to time and at all times;

(b) to replace or repair, at its own expense, any part of the Facility which may be destroyed or damaged through any grossly negligent or tortious act or willful misconduct of Aron, its agents or employees; and

(c) to not make any alteration, additions or improvements to the Storage Facilities and Licensed Premises or remove any part thereof, without the prior written consent of the Company, such consent to be at the Company’s reasonable discretion.

10.3 Each Party hereby agrees that:

(a) it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon its reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials; and

(b) All records or documents provided by any Party to any of the other Parties shall, to the best knowledge of such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the other Parties no longer are accurate or complete.

11. Representations .

11.1 The Company represents and warrants to Aron that (i) this Agreement, the rights obtained and the duties and obligations assumed by the Company hereunder, and the execution and performance of this Agreement by the Company, do not directly or indirectly violate any Applicable Law with respect to the Company or any of its property or assets, the terms and provisions of the Company’s organizational documents or any agreement or instrument to which the Company or any of its property or assets are bound or subject; (ii) the execution and delivery of this Agreement by the Company has been authorized by all necessary corporate or other action, (iii) it has the full and complete authority and power to enter into this Agreement and to sublease and demise the Storage Facilities and to sublicense the Licensed Premises as contemplated herein, (iv) no further action on behalf of the Company, or consents of any other party, are necessary for the sublease and demise to Aron of the Storage Facilities or the sublicense of the Licensed Premises (except for the consents of any third party holding a mortgage on such property or having another interest therein which the Company covenants and represents they have obtained) and (v) upon execution and delivery by the Company, this Agreement shall be a valid, binding and subsisting agreement of the Company enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

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11.2 Aron represents and warrants to the Company that (i) this Agreement, the rights obtained and the duties and obligations assumed by Aron hereunder, and the execution and performance of this Agreement by Aron, do not directly or indirectly violate any Applicable Law with respect to Aron or any of its property or assets, the terms and provisions of Aron’s organizational documents or any agreement or instrument to which Aron or any of its property or assets are bound or subject; (ii) the execution and delivery of this Agreement by Aron has been authorized by all necessary corporate or other action, and (iii) upon execution and delivery by Aron, this Agreement shall be a valid, binding and subsisting agreement of Aron enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

12. Insurance and Taxes .

12.1 The Parties agree that insurance shall be maintained as provided in Article 16 of the Supply and Offtake Agreement.

12.2 The Parties agree that the provisions of Article 15 of the Supply and Offtake Agreement relating to tax matters shall apply to this Agreement and the transactions contemplated hereby to the same extent as if set forth herein in full.

13. Force Majeure .

13.1 The Parties agree that the provisions of Article 17 of the Supply and Offtake Agreement relating to Force Majeure shall apply to this Agreement and the transactions contemplated hereby to the same extent as if set forth herein in full.

14. Event of Default; Remedies Upon Event of Default .

14.1 Without limiting any other rights or remedies hereunder, if an Event of Default (as defined in the Supply and Offtake Agreement) occurs and Aron is the Non-Defaulting Party, Aron may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials held at the Storage Facilities or elsewhere on the Company’s premises, and (iii) otherwise arrange for the disposition of any its Materials in such manner as it elects.

14.2 If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Section, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the party owing such amount within one business day of termination.

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14.3 The Non-Defaulting Party’s rights under this Section shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

14.4 No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

15. Indemnification .

15.1 The Company shall defend, indemnify and hold harmless Aron, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, (ii) the Company’s, its Affiliates’ or any of their respective employees’, representatives’, agents’ or contractors’ handling, storage, transportation or disposal of any Materials stored hereunder, (iii) the Company’s, its Affiliates’ or any of their respective employees’, representatives’, agents’ or contractors’ negligence or willful misconduct, (iv) any failure by the Company, its Affiliates’ or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, (v) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by the Company or its employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder, (vi) actual or alleged presence or release of Hazardous Substances in connection with any part of the Facility, this Agreement or the matters and activities contemplated hereby, or any liability under any Environmental Law related in any way to or asserted in connection with the Facility, this Agreement or the transactions contemplated thereby or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether Aron is a party thereto, except to the extent that any Liability arising under clause (v), (vi) or (vii) above has resulted from the gross negligence of or willful misconduct on the part of Aron, its Affiliates or any of their respective employees, representatives, agents or contractors.

15.2 Aron shall defend, indemnify and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by Aron of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Aron made herein or in connection herewith proving to be false or misleading, (ii) the gross negligence or willful misconduct of Aron, its Affiliates or any of their respective employees, representatives, agents or contractors or (iii) any failure by Aron, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law (provided that, in no event shall the Company or any of its Affiliates, employees, representatives, agents or contractors, be deemed Aron’s employee, representative, agent or contractor for purposes of this Section 15.2 ).

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15.3 The obligations of a Party (the “ Indemnifying Party ”) to defend, indemnify, and hold any other Party (the “ Indemnified Party ”) harmless under the terms of this Agreement shall not vest any rights in any third party (whether a Governmental Authority or private entity), nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in this Agreement.

15.4 Each Party agrees to notify the other Parties as soon as practicable after receiving notice of any claim or suit brought against it within the indemnities of this Agreement, shall furnish to the other Parties the complete details within its knowledge and shall render all reasonable assistance requested by the other Parties in the defense; provided, that, the failure to give such notice shall not affect the indemnification provided hereunder, except to the extent that the Indemnifying Party is materially adversely affected by such failure. Each Party shall have the right but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other Parties of any obligations hereunder. Notwithstanding the foregoing, an Indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves an Event of Default by the Indemnifying Party under this Agreement which shall have occurred and be continuing.

15.5 The indemnification in this Article 15 is in addition to and not in limitation of any indemnification provided in the Supply and Offtake Agreement or any other Transaction Document.

16. Limitation on Damages . Unless otherwise expressly provided in this Agreement, the Parties’ liability for damages is limited to direct, actual damages only (which include any amounts determined under Section 14 ) and none of the Parties shall be liable for specific performance, lost profits or other business interruption damages, or special, consequential, incidental, punitive, exemplary or indirect damages, in tort, contract or otherwise, of any kind, arising out of or in any way connected with the performance, the suspension of performance, the failure to perform, or the termination of this Agreement; provided, however, that, such limitation shall not apply with respect to (i) any third party claim for which indemnification is available under this Agreement or (ii) any breach of Article 18 . Each Party acknowledges the duty to mitigate damages hereunder.

17. Audit and Inspection . During the term of this Agreement Aron and its duly authorized representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the Company, or any of the Company’s contractors and agents, which relate to this Agreement. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the end of the Storage Term. The Company shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the end of the Storage Term.

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18. Confidentiality .

18.1 The Parties agree that the specific terms and conditions of this Agreement, including the drafts of this Agreement exchanged by the Parties and any information exchanged between the Parties, including calculations of any fees or other amounts paid by the Company to Aron under this Agreement and all information received by Aron from the Company relating to the costs of operation, operating conditions, and other commercial information of the Company not made available to the public, are confidential and shall not be disclosed to any third party, except (i) as may be required by court order or Applicable Laws or as requested by a Governmental Authority, (ii) to such Party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors, or (iii) to such Party’s insurance providers, solely for the purpose of procuring insurance coverage or confirming the extent of existing insurance coverage; provided, that, prior to any disclosure permitted by this clause (iii), such insurance providers shall have agreed in writing to keep confidential any information or document subject to this Section. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of two years following the Termination Date.

18.2 In the case of disclosure covered by clause (i) of Section 18.1 , to the extent practicable and legally permissible, the disclosing Party shall notify the other Parties in writing of any proceeding of which it is aware which may result in disclosure, and use reasonable efforts to prevent or limit such disclosure. The Party seeking to prevent or limit such disclosure shall be responsible for all costs and expenses incurred by any of the Parties in connection therewith. The Parties shall be entitled to all remedies available at law, or in equity, to enforce or seek relief in connection with the confidentiality obligations contained herein.

18.3 Notwithstanding anything herein to the contrary, the Parties (and their respective employees, representatives or other agents) are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Parties relating to that treatment and structure, without the Parties imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

19. Governing Law .

19.1 This Agreement shall be governed by, construed and enforced under the laws of the State of New York without giving effect to its conflicts of laws principles that would require the application of the laws of another state.

19.2 Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of any federal or state court of competent jurisdiction situated in the City of New York, (without recourse to arbitration unless both Parties agree in writing), and to service of process by certified mail, delivered to the Party at the address indicated in Schedule M of the Supply and Offtake Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection to personal jurisdiction, whether on grounds of venue, residence or domicile.

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19.3 E ACH PARTY WAIVES , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT .

20. Assignment .

20.1 This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.

20.2 The Company shall not assign this Agreement or their rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron. Aron may, without the consent of the Company, assign and delegate all of Aron’s rights and obligations hereunder to (i) any Affiliate of Aron, provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc. or (ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and business and assumes Aron’s obligations hereunder, whether by contract, operation of law or otherwise, provided that the creditworthiness of such successor entity is equal or superior to the creditworthiness of Aron immediately prior to such assignment.

20.3 Any attempted assignment in violation of this Article 20 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.

21. Notices . All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to any of the other Parties’ email addresses set forth in Schedule M of the Supply and Offtake Agreement, or on the following Business Day if sent by nationally recognized overnight courier to any of the other Parties’ addresses set forth in Schedule M of the Supply and Offtake Agreement and to the attention of the persons or departments indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt.

22. No Waiver; Cumulative Remedies .

22.1 The failure of a Party hereunder to assert a right or enforce an obligation of any other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default or Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or potential Event of Default under, this Agreement, whether of a like kind or different nature.

22.2 Each and every right granted to the Parties under this Agreement or allowed it by law or equity, shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

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23. Nature of Transaction and Relationship of Parties .

23.1 This Agreement shall not be construed as creating a partnership, association or joint venture among the Parties. It is understood that the Company is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make the Company, or any of its employees or agent, an agent or employee of Aron.

23.2 No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Parties; or to otherwise act as the representative of any of the other Parties, unless expressly authorized in writing by such other Party.

24. Miscellaneous .

24.1 If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

24.2 The terms of this Agreement constitute the entire agreement between the Parties with respect to the matters set forth in this Agreement, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties. This Agreement shall not be modified or changed except by written instrument executed by the Parties’ duly authorized representatives.

24.3 No promise, representation or inducement has been made by any of the Parties that is not embodied in this Agreement, and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

24.4 Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

24.5 Nothing expressed or implied in this Agreement is intended to create any rights, obligations or benefits under this Agreement in any person other than the Parties and their successors and permitted assigns.

24.6 All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive the expiration or termination of this Agreement.

24.7 This Agreement may be executed by the Parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.

24.8 All transactions hereunder are entered into in reliance on the fact this Agreement and all such transactions constitute a single integrated agreement between the Parties, and the Parties would not have otherwise entered into any other transactions hereunder.

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IN WITNESS WHEREOF, each Party hereto has caused this Storage Facilities Agreement to be executed by its duly authorized representative as of the date first above written.

[Signature Page to Storage Facilities Agreement]

[Signature Page to Storage Facilities Agreement]

Exhibit 10.3

Execution Version

MARKETING AND SALES AGREEMENT

This Marketing and Sales Agreement (this “ Agreement ”) is made and entered into as of June 1, 2015, by and between J. Aron & Company (“ Aron ”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Hawaii Independent Energy, LLC (the “ Company ”), a limited liability company organized under the laws of Hawaii and located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a “ Party ” or collectively as the “ Parties ”).

WHEREAS , the Company owns and operates a crude oil refinery located in Kapolei, Hawaii (the “ Refinery ”) for the processing and refining of crude oil and other feedstocks and the recovery therefrom of refined products;

WHEREAS, the Parties entered into the Supply and Offtake Agreement (as defined below) pursuant to which, among other things, the Company has agreed to sell and deliver refined products to Aron and Aron has agreed to receive and purchase from the Company refined products produced by the refinery (other than certain excluded products) upon the terms and conditions set forth therein;

WHEREAS, the Parties have agreed that, for the term of the Supply and Offtake Agreement, the Company will provide professional consulting, liaison, and other related services to assist Aron in the marketing and sale of the refined products acquired by Aron under the Supply and Offtake Agreement upon the terms and conditions set forth herein;

NOW , THEREFORE , in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do agree hereby as follows:

ARTICLE 1.

DEFINITIONS AND CONSTRUCTION

1.1 Definitions .

For purposes of this Agreement, including the forgoing recitals, the following terms shall have the meanings indicated below:

“ Additional Product Transaction ” has the meaning specified in Section 2.7 .

“ Affiliate ” has the meaning specified in the Supply and Offtake Agreement.

“ Aggregate Sale Receipts ” has the meaning specified in the Supply and Offtake Agreement.

“ Aggregate Purchase Proceeds ” has the meaning specified in the Supply and Offtake Agreement.

“ Agreement ” or “ this Agreement ” means this Marketing and Sales Agreement, as may be amended, modified, supplemented, extended, renewed or restated from time to time in accordance with the terms hereof.

“ Applicable Law ” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either Party or the subject matter of this Agreement.

“ Business Day ” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York.

“ Commencement Date ” has the meaning specified in the Supply and Offtake Agreement.

“ Company Purchase Agreement ” has the meaning specified in Section 2.6(b) .

“ Company Purchaser ” has the meaning specified in Section 2.6(a) .

“ Company’s Product Exchange Operations ” means the sale and distribution of branded and unbranded gasoline and diesel fuel by the Company in the wholesale and bulk markets, via exchange to third parties at downstream locations.

“ Company’s Product Marketing Operations ” means, collectively, the Company’s Rack Sale Operations, the Company’s Unbranded Product Operations, the Company’s Product Exchange Operations, and all other marketing operations entered into by the Company in the ordinary course of business to sell and distribute Products.

“ Company’s Rack Sales Operations ” means the sale and distribution of unbranded gasoline and diesel fuel by the Company in the wholesale and bulk markets, via rack sales at the Refinery or at downstream locations.

“ Company’s Unbranded Product Operations ” means the sale and distribution of unbranded gasoline and diesel fuel by the Company and its Affiliates for purposes of retail operations and third party distribution.

“ Crude Oil ” has the meaning specified in the Supply and Offtake Agreement.

“ Current Month Pricing Benchmark ” has the meaning specified in the Supply and Offtake Agreement.

“ Customer ” means any third party purchaser of Product from Aron (other than the Company or any of its Affiliates).

“ Default ” means any event that, with notice or the passage of time, would constitute an Event of Default.

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“ Defaulting Party ” has the meaning specified in Section 6.1 .

“ Environmental Law ” means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

“ Event of Default ” has the meaning specified in the Supply and Offtake Agreement.

“ Force Majeure ” has the meaning specified in the Supply and Offtake Agreement.

“ Governmental Authority ” has the meaning specified in the Supply and Offtake Agreement.

“ Included Locations ” has the meaning specified in the Supply and Offtake Agreement.

“ Included Purchase Transaction ” has the meaning specified in the Supply and Offtake Agreement.

“ Included Sales Transaction ” means any agreement between Aron and a Customer at the request of the Company under Section 2.2 providing for the sale by Aron and the purchase by such Customer of an agreed quantity of a specified Product

“ Included Transaction ” means (i) any Included Sales Transaction entered into pursuant to Section 2.2(b) or (ii) any Included Purchase Transaction entered into pursuant to Section 2.3(b) or the Supply and Offtake Agreement.

“ Liabilities ” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “ Costs ”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.

“ Monthly Product Purchase Adjustment ” has the meaning specified in the Supply and Offtake Agreement.

“ Monthly Product Sale Adjustment ” has the meaning specified in the Supply and Offtake Agreement.

“ Monthly True-up Amount ” has the meaning specified in the Supply and Offtake Agreement.

“ Non-Defaulting Party ” has the meaning specified in Section 6.1 .

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“ Operational Volume Range ” has the meaning specified in the Supply and Offtake Agreement.

“ Person ” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“ Pricing Group ” means any of the refined petroleum Product groups listed as a pricing group on Schedule P of the Supply and Offtake Agreement.

“ Product Procurement Fee ” has the meaning specified in Section 2.3(a) .

“ Product Sales Fee ” has the meaning specified in Section 2.2(a) .

“ Product Storage Facilities ” has the meaning specified in the Supply and Offtake Agreement.

“ Product Supplier ” has the meaning specified in the definition of Included Purchase Transaction in this Agreement.

“ Products ” means any of the refined petroleum products listed on Schedule A of the Supply and Offtake Agreement, as amended from time to time by mutual agreement of the Parties.

“ Refinery Facilities ” has the meaning specified in the Supply and Offtake Agreement.

“ Run-out Report ” has the meaning specified in the Supply and Offtake Agreement.

“ Scheduling and Communications Protocol ” means the procedures listed on Schedule J of the Supply and Offtake Agreement.

“ Staff ” has the meaning specified in Section 2.1(a) .

“ Storage Facilities ” has the meaning specified in the Supply and Offtake Agreement.

“ Supply and Offtake Agreement ” means the Supply and Offtake Agreement by and between Aron and the Company, dated as of June 1, 2015, as from time to time amended, modified, supplemented, extended, renewed and/or restated amended, modified and/or restated.

“ Target Month End Product Volume ” has the meaning specified in the Supply and Offtake Agreement.

“ Termination Date ” has the meaning specified in the Supply and Offtake Agreement.

1.2 Construction of Agreement .

(a) Unless otherwise specified, all references herein are to the Articles and Sections to this Agreement.

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(b) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(c) Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

(d) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(e) Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.

(f) A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(g) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(h) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time.

(i) Unless otherwise expressly stated herein, any reference to “volume” shall be deemed to refer to the net volume.

(j) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.3 Acknowledgement . The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

ARTICLE 2.

MARKETING OF PRODUCTS

2.1 Marketing Services .

(a) The Company agrees to assist in marketing Products by serving as a liaison between Aron and potential Customers with respect to term and spot sales of Products to such Customers in accordance with the terms hereof. The Company agrees to maintain a staff of employees (the “ Staff ”) at the Refinery or its Houston office (including employees of Affiliates to the extent necessary or appropriate for purposes of providing the services contemplated hereby) that is experienced and knowledgeable in marketing and selling refined petroleum products and distribution operations. The Staff and designated employees of Aron shall work cooperatively with each other to generate sales of Products as contemplated by the terms of this Agreement.

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(b) Subject to the terms and conditions set forth herein, the Company shall endeavor in a commercially reasonable manner to arrange for Product sales in such volumes so that, as of the end of each calendar month, the volume of each Product held by Aron in the Product Storage Facilities is as close as reasonably practicable to the Target Month End Product Volume for such Product.

(c) Notwithstanding anything herein to the contrary, Aron shall have no obligation to complete any rack sales hereunder, unless Aron otherwise agrees.

2.2 Included Sales Transactions .

(a) From time to time during the term of this Agreement, the Company may identify potential Customers who wish to enter into Included Sales Transactions with Aron. The Company may discuss with any such potential Customer the price, quantity, delivery period or periods, product grade and other material terms on which such potential Customer is prepared to agree to a Included Sales Transaction. The Company shall have no authority to bind Aron to, or enter into on Aron’s behalf, any Included Sales Transaction and shall not represent to any potential Customer that it has such authority. If the Company has negotiated an offer from a potential Customer to enter into a Included Sales Transaction that complies with the terms and conditions hereof, the Company shall apprise Aron in writing of the terms of such offer and Aron shall promptly determine and advise the Company as to whether Aron desires to accept such offer. For each such offer presented to Aron, (i) the Company shall prepare and provide to Aron a trade ticket listing the proposed Customer, price, quantity, delivery period(s), product grade and other material terms of such offer in the form prescribed in the Scheduling and Communications Protocol and (ii) the Company and Aron shall agree to a fee per Barrel (“ Product Sales Fee ”) that shall be due from the Company to Aron with respect to each Barrel sold under the proposed Included Sales Transaction if entered into by Aron and such potential Customer. Aron shall not be obligated to consider a proposed Included Sales Transaction unless the Parties have agreed to the Product Sales Fee with respect thereto. The payment of such Product Sales Fee shall be determined in accordance with Section 7.6 of the Supply and Offtake Agreement.

(b) If Aron desires to accept any such offer, then Aron shall endeavor to promptly communicate its formal acceptance of such offer directly to the potential Customer so that Aron may establish a binding agreement between Aron and such potential Customer. If a binding agreement is so established to Aron’s satisfaction, then Aron will seek to finalize and confirm such Included Sales Transaction using its ordinary documentation and confirmation procedures. If such a Included Sales Transaction is entered into by Aron, the definitive terms and conditions thereof shall be exclusively those terms and conditions agreed to by Aron, without regard to any terms and conditions previously discussed between the Company and such Customer; provided, however, that in the event the pricing terms agreed by Aron differ from those negotiated by the Company and offered to Aron, Aron will utilize the price negotiated by the Company and offered to it for purposes of calculating the Aggregate Sale Receipts for purposes of computing the Monthly Product Sale Adjustment. If Aron enters into an Included

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Sales Transaction it shall promptly confirm this to the Company by sending to the Company an email confirmation notifying the Company that a transaction has been executed on the basis of the relevant trade ticket. In addition, if the relevant Customer has consented to Aron sharing copies of the agreement underlying the Included Sales Transaction with the Company, then Aron shall provide a copy thereof to the Company.

(c) Aron may, in its discretion, acting in good faith, elect to reject any such offer to enter into an Included Sales Transaction. Aron’s decision to reject any such offer shall be based on such factors and considerations as Aron deems relevant, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits), reputational considerations, prior or current interactions between Aron and the proposed Customer, proposed title transfer points and modes of transportation, the presence or absence of trading documentation between Aron and the proposed Customer, the presence or absence of a pre-existing trading relationship with the proposed Customer or the suitability of the proposed Customer for such transaction. Without limiting the foregoing, any proposed Customer shall be required to (i) satisfy Aron’s internal requirements and policies as they relate to any applicable “know-your-customer” rules, anti-money laundering policies and procedures, laws, rules and regulations (including without limitation, the Patriot Act and rules and regulations of the Office of Foreign Assets Control) and other similar client identification and business conduct standards and dealing policies and procedures (including reputational considerations) and (ii) have provided to Aron all material documentation and other information required by such policies and procedure and applicable regulatory authorities. Aron reserves the right to accept or reject any potential transaction with such counterparty in accordance with this Section 2.2(c) provided that, Aron shall not refuse to trade with any counterparty based solely on the fact that such trade was presented to it by the Company hereunder where, at such time, Aron would otherwise have traded with such counterparty on such terms and under all other applicable policies and limitations.

2.3 Included Purchase Transactions .

(a) From time to time, based on the Company’s estimates of the Refinery’s expected Product yields and the volume requirements of the Company’s Product Marketing Operations, the Company may propose that Aron enter into an Included Purchase Transaction with an identified Product Supplier. The Company may discuss with any such potential Product Supplier the price, quantity, delivery period or periods, product grade and other material terms on which such potential Product Supplier is prepared to agree to an Included Purchase Transaction. The Company shall have no authority to bind Aron to, or enter into on Aron’s behalf, any Included Purchase Transaction and shall not represent to any potential Product Supplier that it has such authority. If the Company has negotiated an offer from a potential Product Supplier to enter into an Included Purchase Transaction that complies with the terms and conditions hereof, the Company shall apprise Aron in writing of the terms of such offer and Aron shall promptly determine and advise the Company as to whether Aron desires to accept such offer. For each such offer presented to Aron, (i) the Company shall prepare and provide to Aron a trade ticket listing the proposed Product Supplier, price, quantity, delivery period(s), product grade and other material terms of such offer in the form prescribed in the Scheduling and Communications Protocol and (ii) the Company and Aron shall agree to a fee per Barrel (“ Product Procurement Fee ”) that shall be due from the Company to Aron with respect to each

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Barrel purchased under the proposed Included Purchase Transaction if entered into by Aron and such potential Product Supplier. Aron shall not be obligated to consider a proposed Included Purchase Transaction unless the Parties have agreed to the Product Procurement Fee with respect thereto. The payment of such Product Procurement Fee shall be determined in accordance with Section 8.8 of the Supply and Offtake Agreement.

(b) If Aron desires to accept any such offer, then Aron shall endeavor to promptly communicate its formal acceptance of such offer directly to the potential Product Supplier so that Aron may establish a binding agreement between Aron and such potential Product Supplier. If a binding agreement is so established to Aron’s satisfaction, then Aron will seek to finalize and confirm such Included Purchase Transaction using its ordinary documentation and confirmation procedures. If such an Included Purchase Transaction is entered into by Aron, the definitive terms and conditions thereof shall be exclusively those terms and conditions agreed to by Aron, without regard to any terms and conditions previously discussed between the Company and such Product Supplier, provided, however, that in the event the pricing terms agreed by Aron differ from those negotiated by the Company and offered to Aron, Aron will utilize the price negotiated by the Company and offered to it for purposes of calculating the Aggregate Purchase Proceeds for purposes of computing the Monthly Product Purchase Adjustment. If Aron enters into an Included Purchase Transaction it shall promptly confirm this to the Company by sending to the Company an email confirmation notifying the Company that a transaction has been executed on the basis of the relevant trade ticket. In addition, if the relevant Customer has consented to Aron sharing copies of the agreement underlying the Included Purchase Transaction with the Company, then Aron shall provide a copy thereof to the Company.

(c) Aron may, in its discretion, acting in good faith, elect to reject any such offer to enter into an Included Purchase Transaction. Aron’s decision to reject any such offer shall be based on such factors and considerations as Aron deems relevant, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits), reputational considerations, prior or current interactions between Aron and the proposed Product Supplier, proposed title transfer points and modes of transportation, the presence or absence of trading documentation between Aron and the proposed Product Supplier, the presence or absence of a pre-existing trading relationship with the proposed Product Supplier or the suitability of the proposed Product Supplier for such transaction. Without limiting the foregoing, any proposed Product Supplier shall be required to (i) satisfy Aron’s internal requirements and policies as they relate to any applicable “know-your-customer” rules, anti-money laundering policies and procedures, laws, rules and regulations (including without limitation, the Patriot Act and rules and regulations of the Office of Foreign Assets Control) and other similar client identification and business conduct standards and dealing policies and procedures (including reputational considerations) and (ii) have provided to Aron all material documentation and other information required by such policies and procedure and applicable regulatory authorities. Aron reserves the right to accept or reject any potential transaction with such counterparty in accordance with this Section 2.3(c) ; provided that, Aron shall not refuse to trade with any counterparty based solely on the fact that such trade was presented to it by the Company hereunder where, at such time, Aron would otherwise have traded with such counterparty on such terms and under all other applicable policies and limitations.

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(d) If Aron acquires any Product under an Included Purchase Transaction, such Product shall be subject to further resale under Included Sales Transactions and/or Company Purchase Agreements to the same extent as any Product acquired by Aron under the Supply and Offtake Agreement.

2.4 Volume Reporting . The Company agrees that it will not propose, and Aron will not be requested or obligated to enter into, any Included Transactions until the Company has established, to Aron’s reasonable satisfaction, procedures and mechanisms for determining and reporting the specific volumes that are from time to time subject to each such Included Transaction.

2.5 Additional Transaction Terms and Guidelines .

(a) When identifying any potential Included Sales Transaction or Included Purchase Transaction, the Company shall use commercially reasonable efforts to comply with any guidelines that Aron may from time to time provide to the Company, in writing, to be observed by the Company in seeking to identify such transactions.

(b) No term of any Included Sales Transaction or Included Purchase Transaction shall require or contemplate that Aron shall hold title to any Product subject thereto while such Product is being transported by any waterborne mode of transportation.

2.6 Sales to the Company .

(a) The Company and certain of its Affiliates (each, a “ Company Purchaser ”) intend to purchase Product from Aron for purposes of the Company’s Product Marketing Operations. In addition, in the event that Aron elects not to enter into a Included Sales Transaction with a Customer that the Company has proposed to Aron pursuant to Section 2.2 , and at such time the Company has reasonably determined that Product sales are being made at an insufficient rate to permit the Refinery to continue its ordinary commercial operations, then a Company Purchaser may, at its election, enter into an agreement with such proposed Customer for the sale of Product and the Company Purchaser shall be permitted to purchase Product from Aron necessary to supply such proposed Customer at a price equal to the Current Month Pricing Benchmark.

(b) If, in Aron’s judgment, any proposed sale to a Company Purchaser under Section 2.6(a) involves a bulk quantity, taking into account the quantities generally subject to transactions being entered into by Company Purchasers under Section 2.6(a) , then Aron may require that such bulk quantity transaction be separately confirmed and settled between Aron and such Company Purchaser. Any such separately confirmed and settled transaction shall be a “ Company Purchase Agreement ” hereunder. Aron shall have the right to require that a Company Purchaser provide Aron with documentation and other diligence before entering into any such Company Purchase Agreement.

(c) The parties acknowledge and agree that the purchase price payable by the Company Purchaser to Aron under a Company Purchase Agreement shall be the purchase price specified in the confirmation for such transaction.

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(d) The purchase price for any Product delivered to or lifted by the Company that is not subject to a Company Purchase Agreement shall be at a price equal to the Current Month Pricing Benchmark.

(e) The Company shall be permitted to purchase Product from Aron to the extent necessary to meet its obligations for the Company’s Product Marketing Operations.

(f) The Parties acknowledge that, for any Product that a Company Purchaser buys from Aron without a Company Purchase Agreement, title to such Product shall pass to such Company Purchaser as such Product leaves the relevant outlet flange or other delivery point at which delivery is made to such Company Purchaser, at which point such Company Purchaser may further transfer title to such Product without restriction hereunder.

2.7 Additional Product Transactions . Aron may, from time to time, propose and agree to sell quantities of Products in transactions and to third parties not introduced to Aron pursuant to Section 2.2(a) above or executed with Company Purchasers under Section 2.6(a) (each, an “ Additional Product Transaction ”); provided that Aron shall not enter into any Additional Product Transaction (i) without providing the Company prior notification of Aron’s desire to enter into such proposed transaction together with the volumes, delivery schedule and location and other material non-economics terms of such proposed transaction and, to the extent it is permitted subject to any confidentiality constraints, the identity of the purchaser thereunder, (ii) if entering into such proposed transaction would impair Aron’s ability to satisfy its obligations under then outstanding Included Sales Transactions and Company Purchase Agreements and such other such Included Sales Transactions and Company Purchase Agreements that the Company reasonably expects to be executed or delivered during the immediately following 30 days, or would otherwise result in sales commitments for any particular Products exceeding the quantity of such Product expected to be available for delivery at any point in time, (iii) if, in the Company’s reasonable judgment, the deliveries contemplated by such proposed transaction would, or would be likely to, result in the volume of Products held by Aron in the Product Storage Facilities at any point in time being less than the minimum volume of the Operational Volume Range for any relevant Product or (iv) if, in the Company’s reasonable judgment, the fulfillment of such proposed Additional Product Transaction would interfere in any material respect with Refinery operations or logistics or the Company’s Product Marketing Operations. Aron agrees that it will cooperate and consult with the Company, as the Company reasonably requests, in connection with the Company’s assessment of such proposed transaction and any determination to be made by the Company as contemplated by the preceding sentence.

ARTICLE 3.

MONTHLY TRUE-UP

3.1 Monthly True-up Amounts . The Monthly True-up Amount for all Products sold or purchased pursuant to this Agreement shall be calculated pursuant to Schedule C of the Supply and Offtake Agreement, and Sections 7.5 , 7.6 , 7.7 , 7.8 and 8.8 of the Supply and Offtake Agreement.

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3.2 Applicable Fees . The Company acknowledges and agrees that, as part of the calculation of each Monthly True-up Amount, the Company will owe to Aron (i) the applicable Product Sales Fees for all Products delivered to Customers under Included Sales Transactions during the relevant month and (ii) the applicable Product Procurement Fees for all Products delivered to Aron under Included Purchase Transactions during the relevant month.

ARTICLE 4.

CREDIT REQUIREMENTS

4.1 Secured Obligations . All obligations of the Company under or in connection with this Agreement, including under any Company Purchase Agreements, constitute obligations that are secured by the Collateral under the Lien Documents and the Initial Margin Amount referred to in Section 13.4(a) of the Supply and Offtake Agreement.

4.2 Other Credit Support . Based on its assessment of such credit, commercial and other relevant considerations as it deems appropriate (including those referred to in Sections 2.2 and 2.3 above), Aron may require further credit support from Customers, Product Suppliers or Company Purchasers other than the Company in connection with transactions entered into as contemplated hereby pursuant to the agreements underlying the respective Included Transactions or Company Purchase Agreements. Any such further credit support provided shall be in addition to and not in lieu of the credit support referred to in Section 4.1 above.

ARTICLE 5.

TERM

5.1 The term of this Agreement shall commence on the Commencement Date and end on the later of the Termination Date (as defined in the Supply and Offtake Agreement) and the last day on which any Crude Oil or Products owned by Aron are held in any of the Included Locations.

ARTICLE 6.

EVENT OF DEFAULT; TERMINATION

6.1 Notwithstanding any other provision of this Agreement, if any Event of Default (as defined in the Supply and Offtake Agreement) with respect to the Company, on the one hand, or Aron, on the other hand (such defaulting Party, the “ Defaulting Party ”) has occurred and is continuing, Aron (where the Company is the Defaulting Party) or the Company (where Aron is the Defaulting Party) (such non-defaulting Party or Parties, the “ Non-Defaulting Party ”) may, without notice, (i) terminate the Agreement and demand payment of all obligations due to it hereunder by the Defaulting Party and/or (ii) subject to Section 6.2 , exercise any rights and remedies provided or available to the Non-Defaulting Party under this Agreement or at law or equity, including all remedies provided under the Uniform Commercial Code and as provided under Section 6.3 .

6.2 No delay or failure on the part of the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

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6.3 The Non-Defaulting Party’s rights under this Section shall be in addition to, and not in limitation or exclusion of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts or other rights that may from time to time be provided in connection with this Agreement. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

6.4 If an Event of Default has occurred and is continuing, the Non-Defaulting Party may, without limitation on its rights under this Section, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other contract or agreement or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the party owing such amount within one business day of termination.

ARTICLE 7.

FORCE MAJEURE

7.1 The Parties agree that the provisions of Article 17 of the Supply and Offtake Agreement relating to Force Majeure shall apply to this Agreement and the transactions contemplated hereby to the same extent as if set forth herein in full.

ARTICLE 8.

GOVERNING LAW

8.1 This Agreement shall be governed by, construed and enforced under the laws of the State of New York without giving effect to its conflicts of laws principles that would require the application of the laws of another state.

8.2 Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of any federal or state court of competent jurisdiction situated in the City of New York, (without recourse to arbitration unless both Parties agree in writing), and to service of process by certified mail, delivered to the Party at the address indicated in Schedule M of the Supply and Offtake Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection to personal jurisdiction, whether on grounds of venue, residence or domicile.

8.3 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT.

ARTICLE 9.

ASSIGNMENT

9.1 This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.

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9.2 The Company shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron. Aron may, without the Company’s consent, assign and delegate all of Aron’s rights and obligations hereunder to (i) any Affiliate of Aron, provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc. or (ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and business and assumes Aron’s obligations hereunder, whether by contract, operation of law or otherwise, provided that the creditworthiness of such successor entity is equal or superior to the creditworthiness of Aron immediately prior to such assignment. Any other assignment by Aron shall require the Company’s consent.

9.3 Any attempted assignment in violation of this Article 9 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.

ARTICLE 10.

NOTICE

All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to the other Party’s email set forth in Schedule M of the Supply and Offtake Agreement, or on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M of the Supply and Offtake Agreement and to the attention of the person or department indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt.

ARTICLE 11.

NO WAIVER; CUMULATIVE REMEDIES

11.1 The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default under, this Agreement, whether of a like kind or different nature.

11.2 Each and every right granted to the Parties under this Agreement or allowed it by law or equity, shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

ARTICLE 12.

NATURE OF TRANSACTION AND RELATIONSHIP OF PARTIES

12.1 This Agreement shall not be construed as creating a partnership, association or joint venture among the Parties. It is understood that the Company is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make the Company, or any of its employees or agent, an agent or employee of Aron.

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12.2 No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Parties; or to otherwise act as the representative of any of the other Parties, unless expressly authorized in writing by such other Party.

ARTICLE 13.

MISCELLANEOUS

13.1 If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

13.2 The terms of this Agreement constitute the entire agreement between the Parties with respect to the matters set forth in this Agreement, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties. This Agreement shall not be modified or changed except by written instrument executed by the Parties’ duly authorized representatives.

13.3 No promise, representation or inducement has been made by either Party that is not embodied in this Agreement, and neither Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

13.4 Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

13.5 Nothing expressed or implied in this Agreement is intended to create any rights, obligations or benefits under this Agreement in any person other than the Parties and their successors and permitted assigns.

13.6 All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive the expiration or termination of this Agreement.

13.7 This Agreement may be executed by the Parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.

13.8 All transactions hereunder are entered into in reliance on the fact this Agreement and all such transactions constitute a single integrated agreement between the parties, and the parties would not have otherwise entered into any other transactions hereunder.

[R EMAINDER OF P AGE I NTENTIONALLY L EFT B LANK ]

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative as of the date first above written.

[Signature Page to Marketing and Sales Agreement]

[Signature Page to Marketing and Sales Agreement]

Exhibit 10.4

Execution Version

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “ Agreement ”), dated as of June 1, 2015, is made between Hawaii Independent Energy, LLC, a Hawaii limited liability company (the “ Company ”), and J. Aron & Company, a New York general partnership (“ Aron ”).

Reference is made to (i) the Supply and Offtake Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ S&O Agreement ”) between Aron and the Company pursuant to which Aron has agreed to deliver Crude Oil to and purchase all Products from the Company upon and subject to the terms of the S&O Agreement and (ii) the ISDA Master Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Master Agreement ”) between Aron and the Company, including all schedules, annexes and exhibits thereto and all confirmations from time to time issued thereunder and subject thereto, pursuant to which Aron and the Company may from time to time enter into one or more transactions thereunder. It is a condition precedent to Aron’s obligations under the S&O Agreement and the Master Agreement that the Company enter into this Agreement.

Accordingly, the parties hereto agree as follows:

(a) Terms Defined in S&O Agreement . Subject to Section 1(c) , all capitalized terms used in this Agreement (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the S&O Agreement.

(b) Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Accounts ” means any and all of the Company’s accounts, as such term is defined in Section 9-102 of the UCC.

“ Attributable Indebtedness ” means, on any date, (i) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (ii) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“ Books ” means all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for the Company in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral, including: (i) ledgers; (ii) records indicating, summarizing, or evidencing the Company’s assets (including Inventory and Rights to Payment), business operations or financial condition; (iii) computer programs and software; (iv) computer discs, tapes, files, manuals, spreadsheets; (v) computer printouts and output of whatever kind; (vi) any other computer prepared or electronically stored, collected or reported information and equipment of any kind; and (vii) any and all other rights now or hereafter arising out of any

contract or agreement between the Company and any service bureau, computer or data processing company or other Person charged with preparing or maintaining any of the Company’s books or records or with credit reporting, including with regard to the Company’s Accounts.

“ Chattel Paper ” means any and all of the Company’s chattel paper, as such term is defined in Section 9-102 of the UCC, including all Electronic Chattel Paper.

“ Collateral ” has the meaning set forth in Section 2(a) .

“ Commercial Tort Claims ” means any and all of the Company’s commercial tort claims, as such term is defined in Section 9-102 of the UCC, including any described in Schedule 1 .

“ Control Agreement ” means any control agreement or other agreement with any securities intermediary, bank or other Person establishing Aron’s control with respect to any Deposit Accounts, Letter-of-Credit Rights or Investment Property, for purposes of Article 8 or Sections 9-104, 9-106 and 9-107 of the UCC.

“ Crack Spread Hedge ” means a cash-settled commodity transaction entered into between Company and any Person (including an option, swap, floor, cap, collar, forward sale or forward purchase) which is provided for the purpose of managing the Company’s risk with respect to the spread created by the purchase by a party of Crude Oil for delivery in the future and the sale by such party of gasoline, diesel, jet fuel and/or heating oil under contract for future delivery (regardless of whether such transaction is effected by means of one or more futures contracts or over-the-counter hedging agreements); provided that a Crack Spread Hedge may be based on a single agreement or trade or on a combination of agreements or trades that are intended to collectively constitute a Crack Spread Hedge.

“ Crack Spreads ” means the spread created by the purchase of Crude Oil for delivery in the future and the sale of gasoline, diesel, jet fuel and/or heating oil under contract for future delivery.

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any event that with the giving of notice or the passing of time or both would be an Event of Default.

“ Deposit Account ” means any deposit account, as such term is defined in Section 9-102 of the UCC, maintained by or for the benefit of the Company, whether or not restricted or designated for a particular purpose; provided, however, the term “Deposit Account” shall exclude the Excluded Accounts.

“ Disposition ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated herewith.

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“ Documents ” means any of the Company’s documents, as such term is defined in Section 9-102 of the UCC.

“ EBITDA ” shall mean, for any period, Net Income for such period (without giving effect to (x) any non-cash income and (y) any gains or losses from sales of assets other than inventory sold in the ordinary course of business) adjusted by (A) adding thereto (in each case to the extent deducted in determining Net Income for such period), without duplication, the amount of (i) total interest expense (inclusive of deferred financing fees and other original issue discount and banking fees, charges and commissions ( e.g ., letter of credit fees and commitment fees)) of the Company and its Subsidiaries determined on a consolidated basis for such period, (ii) provision for taxes based on income and foreign withholding taxes for the Company and its Subsidiaries (including state income taxes) determined on a consolidated basis for such period, (iii) all depreciation and amortization expense of the Company and its Subsidiaries determined on a consolidated basis for such period, (iv) in the case of any period ended on or before December 31, 2015, the amount of all fees and expenses incurred in connection with the Transaction Documents and the transactions contemplated therein or thereby, and (v) the amount of all other non-cash charges of the Company and its Subsidiaries determined on a consolidated basis for such period, and (B) subtracting therefrom (to the extent not otherwise deducted in determining Net Income for such period) the amount of all cash payments or cash charges made (or incurred) by the Company or any of its Subsidiaries for such period on account of any non-cash charges added back to EBITDA pursuant to preceding sub clause (A)(v) in a previous period.

“ Electronic Chattel Paper ” means any and all of the Company’s electronic chattel paper, as such term is defined in Section 9-102 of the UCC.

“ Equipment ” means any and all of the Company’s equipment, including any and all fixtures, as such terms are defined in Section 9-102 of the UCC.

“ Equity Interests ” has the meaning specified in the S&O Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ Event of Default ” means any (i) “Event of Default” under the S&O Agreement, (ii) “Event of Default” with respect to the Company under the Master Agreement or (iii) “Additional Termination Event” under the Master Agreement as to which the Company is the sole “Affected Party” as defined therein.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Accounts ” means: (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company’s employees (including, without limitation, pension fund accounts and 401(k) accounts), and (ii) any Deposit Account exclusively used for the posting of cash collateral to support obligations arising under cash-collateralized letters of credit or exposure from Hedging Agreements permitted under this Agreement and the S&O Agreement.

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“ Excluded Assets ” means (i) any property (other than equipment or inventory), including any contract, lease, permit, license, license agreement, other agreement or instrument to which the Company is a party or any of its rights or interests thereunder, solely to the extent that the grant of a security interest in such property (A) is prohibited by Applicable Law, (B) requires a consent of any Governmental Authority pursuant to Applicable Law that has not been obtained, or (C) is prohibited by, or constitutes a breach or default under, or results in the termination of or requires any consent not obtained under, any such contract, lease, permit, license, license agreement, other agreement or instrument, or Applicable Law with respect thereto, evidencing, governing, or giving rise to such property, (ii) any “intent-to-use” application for trademark or service mark registration filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, prior to the filing under Section 1(c) or Section 1(d) of the Lanham Act of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, and (iii) Excluded Accounts; provided , however , provided that (x) with respect to any property that constitutes Excluded Assets solely by operation of clause (i) of this sentence, the Collateral shall include and such security interest shall automatically attach to such property immediately at such time as such prohibition, breach, default, termination (or right of termination) would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law, and (y) any such property shall cease to constitute Excluded Assets at such time as the condition causing such prohibition, breach, default, termination (or right of termination) no longer exists and, in each case, to the extent severable, the security interest therein shall attach immediately to any portion of such property that would not result in the above specified consequences and are not subject to such prohibitions specified in this proviso.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ General Intangibles ” means any and all of the Company’s general intangibles, as such term is defined in Section 9-102 of the UCC.

“ Goods ” means any and all of the Company’s goods, as such term is defined in Section 9-102 of the UCC.

“ Guarantee ” means, as to any Person, (i) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (A) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (B) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the

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payment or performance of such Indebtedness or other obligation, (C) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (D) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (ii) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Hedging Agreement ” means any Swap Contract relating to Crude Oil, Products, other feedstocks, other refined petroleum products or other hydrocarbons (including without limitation any such agreement relating to Crack Spreads, time spreads and grade differentials), entered into by a Person in the ordinary course of business and for non-speculative purposes, that hedges or mitigates risks to which such Person or any of its Subsidiaries has actual exposure.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(ii) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(iii) net obligations of such Person under any Swap Contract;

(iv) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(v) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(vi) capital leases and Synthetic Lease Obligations;

(vii) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(viii) all Guarantees of such Person in respect of any of the foregoing.

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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any obligation in respect of any capital lease or Synthetic Lease Obligation, as applicable, as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Insolvency Proceeding ” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under Debtor Relief Laws.

“ Instruments ” means any and all of the Company’s instruments, as such term is defined in Section 9-102 of the UCC.

“ Intellectual Property Collateral ” means the following properties and assets owned or held by the Company or in which the Company otherwise has any interest, now existing or hereafter acquired or arising:

(i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including such patents, patent applications and patent licenses as are described in Schedule 2 ), all rights to sue for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;

(ii) all copyrights and applications for copyright, domestic or foreign, together with the underlying works of authorship (including titles), whether or not the underlying works of authorship have been published and whether said copyrights are statutory or arise under the common law, and all other rights and works of authorship (including the copyrights and copyright applications described in Schedule 2 ), all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating any copyrights, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, and all other rights, claims and demands in any way relating to any such copyrights or works, including royalties and rights to sue for past, present or future infringement, and all rights of renewal and extension of copyright;

(iii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to

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any licenses (including such marks, trade names, applications and licenses as described in Schedule 2 ), whether registered or unregistered and wherever registered, all rights to sue for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof;

(iv) all trade secrets, trade dress, trade styles, logos, other source of business identifiers, mask-works, mask-work registrations, mask-work applications, software, confidential and proprietary information, customer lists, license rights, advertising materials, operating manuals, methods, processes, know-how, algorithms, formulae, databases, quality control procedures, product, service and technical specifications, operating, production and quality control manuals, sales literature, drawings, specifications, blue prints, descriptions, inventions, name plates, catalogs, internet websites, and internet domain names and associated URL addresses;

(v) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; and

(vi) all accounts, all other proprietary rights, all other intellectual or other similar property and all other general intangibles associated with or arising out of any of the aforementioned properties and assets and not otherwise described above.

“ Intellectual Property Security Agreement ” means each Patent and Trademark Security Agreement, each Copyright Security Agreement or any amendment thereto, in form and substance satisfactory to Aron, supplementary to this Agreement and prepared for purposes of recordation with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable.

“ Inventory ” means any of the Company’s inventory, as such term is defined in Section 9-102 of the UCC.

“ Investment Property ” means any of the Company’s investment property, as such term is defined in Section 9-102 of the UCC.

“ Letter-of-Credit Rights ” means any and all of the Company’s letter-of-credit rights, as such term is defined in Section 9-102 of the UCC.

“ Lien ” means any security interest, lien, encumbrance, charge or other claim of any nature.

“ Net Income ” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period calculated in accordance with GAAP (which, without limiting the generality of the foregoing, shall reflect as an expense the full amount of federal and state income taxes that the Company and its Subsidiaries would have owed as a standalone corporate group with the Company as the ultimate parent reporting entity of such group).

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“ Par Petroleum ” means Par Petroleum Corporation, a Delaware corporation.

“ Partnership and LLC Collateral ” means all of the issued and outstanding Equity Interests consisting of any and all limited, limited liability and general partnership interests and limited liability company interests of any of the Company’s direct or indirect Subsidiaries of any type or nature now or hereafter owned by the Company, including any such interests specified in Schedule 3 .

“ Permitted Encumbrance ” means, with respect to any real property that is subject to a Mortgage pursuant to the terms of the S&O Agreement, such exceptions to title as are set forth in the mortgagee title policy delivered with respect thereto, all of which exceptions must be acceptable to Aron in its reasonable discretion.

“ Permitted Letters of Credit ” has the meaning specified in Section 5(b)(ii)(M) .

“ Permitted Liens ” means:

(a) Liens pursuant to any Transaction Document or the Master Agreement;

(b) Liens existing on the date hereof securing Indebtedness listed on Schedule 4 and any permitted renewals or extensions thereof; provided that (1) the property covered thereby is not changed, (2) the amount of Indebtedness secured or benefited thereby is not increased except as contemplated by Section 5(b)(ii)(B) , (3) the direct or any contingent obligor with respect thereto is not changed, and (4) any renewal or extension of the obligation secured or benefitted thereby is permitted by Section 5(b)(ii)(B) ;

(c) Liens for Taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) Liens in respect of property or assets of the Company imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, and (1) which do not in the aggregate materially detract from the value of the Company’s property or assets or materially impair the use thereof in the operation of the business of the Company or (2) are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) Liens upon assets of the Company subject to capital leases and leases giving rise to Synthetic Lease Obligations to the extent such capital leases and leases giving rise to Synthetic Lease Obligations are permitted by Section 5(b)(ii)(E) ; provided that (1) such Liens only serve to secure the payment of Indebtedness arising under such capital lease obligation or leases giving rise to Synthetic Lease Obligations and (2) the Lien encumbering the asset giving rise to the such capital lease obligation or leases giving rise to Synthetic Lease Obligations does not encumber other assets of the Company;

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(f) Liens upon equipment or machinery acquired after Effective Date and used in the ordinary course of business of the Company or any of its Subsidiaries to secure Indebtedness permitted by Section 5(b)(ii)(F) and Section 5(b)(ii)(G) ; provided , that in all events, the Lien encumbering the equipment or machinery so acquired does not encumber any other asset of the Company;

(g) Liens arising out of the existence of judgments or awards in an aggregate amount not to exceed $5,000,000 in respect of which the Company or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings;

(h) statutory and common law landlords’ Liens under leases to which the Company is a party;

(i) Liens or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(j) Liens on cash collateral or deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(k) easements, rights-of-way, restrictions and other similar encumbrances affecting real property, including minor title deficiencies, which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(l) Permitted Encumbrances;

(m) Liens incurred in the ordinary course of business in connection with (1) the shipping of goods or assets, which Liens are in favor of the shipper of such goods or assets with respect amounts due to such shipper for the carriage of such goods or assets and only attach to such goods or assets or (2) the purchase of goods or assets, which Liens arise by operation of law in favor of the seller of such goods or assets, only attach to such goods or assets and cease to be in effect upon payment in full of the purchase price for such goods or assets;

(n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(o) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by

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the Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements;

(p) Liens granted in the ordinary course of business on insurance policies, proceeds thereof and the unearned portion of insurance premiums with respect thereto securing the financing of the unpaid cost of the insurance policies to the extent the financing is permitted under Section 5(b)(ii)(L) ; and

(q) Liens on cash collateral posted solely to secure the Company’s reimbursement obligations under Permitted Letters of Credit.

“ Pledge Supplement ” has the meaning set forth in Section 3(i) .

“ Pledged Collateral ” means any and all (i) Pledged Shares; (ii) Partnership and LLC Collateral; (iii) additional Equity Interests of the direct or indirect Subsidiaries of the Company, whether certificated or uncertificated; (iv) other Investment Property of the Company; (v) Instruments; (vi) securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, any of the foregoing; (vii) certificates and instruments now or hereafter representing or evidencing any of the foregoing; (viii) rights, interests and claims with respect to the foregoing, including under any and all related agreements, instruments and other documents, and (ix) cash and non-cash proceeds of any of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from time to time received or receivable by, or otherwise paid or distributed to or acquired by, the Company.

“ Pledged Collateral Agreements ” has the meaning specified in Section 5(a)(xv) .

“ Pledged Shares ” means all of the issued and outstanding Equity Interests, whether certificated or uncertificated, of any of the Company’s direct or indirect Subsidiaries which is a corporation now or hereafter owned by the Company, including each Subsidiary identified in Schedule 3 (as amended or supplemented from time to time).

“ Proceeds ” means all proceeds, as such term is defined in Section 9-102 of the UCC.

“ Proceeds Account ” has the meaning set forth in Section 10(c) .

“ Related Party ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Company’s stockholders, partners or members (or the equivalent Person thereof).

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“ Rights to Payment ” means any and all of the Company’s Accounts and any and all of the Company’s rights and claims to the payment or receipt of money or other forms of consideration of any kind in, to and under or with respect to its Chattel Paper, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Proceeds and Supporting Obligations.

“ Secured Obligations ” means all obligations of the Company to Aron under or in connection with the S&O Agreement, the other Transaction Documents and the Master Agreement, including all fees due from the Company thereunder and all other amounts payable by the Company to Aron thereunder or in connection therewith, and, in each case, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including interest that accrues after the commencement by or against the Company of any Insolvency Proceeding naming such Person as the debtor in such proceeding.

“ Specified Hedging Agreement ” means a Hedging Agreement that is a Crack Spread Hedge, a time spread hedge or a grade or basis differential hedge.

“ Supporting Obligations ” means all supporting obligations, as such term is defined in Section 9-102 of the UCC.

“ Swap Contract ” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include Aron or any Affiliate of Aron).

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or

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possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Tax Distribution Amount ” means, with respect to any fiscal year of the Company, an amount equal to the lesser of (i) the US federal and state income tax (if any) for such fiscal year owing by the Person that is treated, for US federal income tax purposes, as the owner of the Company (which is treated as a disregarded entity for US federal income tax purposes), after giving effect to all other items of income, credit or deduction otherwise relevant to such Person for such tax year, including any tax attribute carryforwards; and (ii) US federal and state income tax (if any) for such fiscal year calculated at the highest relevant marginal tax rate for the Person that is treated, for US federal income tax purposes, as the owner of the Company (which is treated as a disregarded entity for US federal income tax purposes) in respect of income for such fiscal year solely attributable to the Company, after giving effect to all tax attribute carryforwards of the Company on a hypothetical stand-alone basis.

“ Transaction Documents ” has the meaning specified in the S&O Agreement.

“ UCC ” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York.

(c) Terms Defined in UCC . Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the UCC; provided , however , that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern.

(d) Interpretation . The rules of interpretation set forth in Section 1.2 of the S&O Agreement shall be applicable to this Agreement and are incorporated herein by this reference.

(a) Grant of Security Interest . As security for the payment and performance of the Secured Obligations, the Company hereby grants to Aron a security interest in all of the Company’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “ Collateral ”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory, including, but not limited to Crude Oil and Products; (x) all Investment Property; (xi) all Letter-of-Credit Rights; (xii) all other Goods; (xiii) all Intellectual Property Collateral; (xiv) all Pledged Collateral; and (xv) all money, all products and Proceeds of any and all of the foregoing, and all Supporting Obligations of any and all of the foregoing;  provided , however , that notwithstanding any other provision set forth in this Section 3 , this Agreement shall not at any time constitute a grant of a security interest in any property that is, at such time, an Excluded Asset, and the term “Collateral” and each of the defined terms incorporated therein shall exclude the Excluded Assets.

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(b) Company Remains Liable . Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts, agreements and other documents included in the Collateral (including any Pledged Collateral Agreements), to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by Aron of any of the rights granted to Aron hereunder or under any other Transaction Document shall not release the Company from any of its duties or obligations under any such contracts, agreements and other documents included in the Collateral, and (iii) Aron shall not have any obligation or liability under any such contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall Aron be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

(c) Continuing Security Interest . The Company agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 23 .

(a) Financing Statements, Etc . The Company hereby authorizes Aron to file at any time and from time to time any financing statements describing the Collateral, and the Company shall execute and deliver to Aron, and the Company hereby authorizes Aron to file (with or without the Company’s signature) at any time and from time to time, all amendments to financing statements, continuation financing statements, termination statements, Intellectual Property Security Agreements, assignments, fixture filings, affidavits, reports, notices and all other documents and instruments, in form satisfactory to Aron, as Aron may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of Aron’s security interest in the Collateral and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, the Company (i) ratifies and authorizes the filing by Aron of any financing statements filed with respect to the Collateral prior to the date hereof and (ii) shall from time to time take the actions specified in subsections (b)  through (j)  below.

(b) Delivery of Pledged Collateral . The Company hereby agrees to deliver to or for the account of Aron, at the address and to the Person to be designated by Aron, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form satisfactory to Aron. If the Company shall become entitled to receive or shall receive any Pledged Collateral after the date hereof, the Company shall accept the foregoing as the agent for Aron, shall hold it in trust for Aron, shall segregate it from other property or funds of the Company, and shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of Aron, at the address and to the Person to be designated by Aron, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to Aron.

(c) Instrument Collateral . Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) the Company may retain for collection in the

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ordinary course any Instruments received by the Company in the ordinary course of business, and Aron shall, promptly upon request of the Company, make appropriate arrangements for making any other Instruments pledged by the Company available to the payor of any such Instrument for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent required under Applicable Law to continue perfected Aron’s security interest hereunder in such Instruments, against trust receipt or like document), and (ii) the Company may retain any additional Pledged Collateral consisting of Instruments, as long as the aggregate amount of any such Instruments so retained by the Company shall not exceed $1,000,000.

(d) Transfer of Security Interest Other Than by Delivery . If for any reason Pledged Collateral cannot be delivered to or for the account of Aron as provided in subsection 3(c) , the Company shall promptly take such other steps as may be necessary or as shall be reasonably requested from time to time by Aron to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to Aron pursuant to the UCC. To the extent practicable, the Company shall thereafter deliver the Pledged Collateral to or for the account of Aron as provided in subsection 3(c) .

(e) Intellectual Property Collateral . (i) The Company shall execute and deliver to Aron, concurrently with the execution of this Agreement, such Intellectual Property Security Agreements as Aron may reasonably request, and Aron shall record such Intellectual Property Security Agreements with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and the Company shall take such other action as may be necessary, or as Aron may reasonably request, to perfect Aron’s security interest in such Intellectual Property Collateral. (ii) Promptly following the creation or other acquisition of any Intellectual Property Collateral by the Company after the Commencement Date which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, the Company shall modify this Agreement by amending Schedule 2 to include any Intellectual Property Collateral which becomes part of the Collateral and which was not included in Schedule 2 as of the Commencement Date and shall permit Aron to record such Intellectual Property Security Agreement with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and the Company shall take such other action as may be necessary, or as Aron may reasonably request, to perfect Aron’s security interest in such Intellectual Property Collateral.

(f) Documents, Etc . The Company shall deliver to Aron, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all Documents and Chattel Paper, and all other Rights to Payment at any time evidenced by promissory notes, trade acceptances or other instruments, not already delivered hereunder pursuant to this Section 3 ; provided , however , that unless an Event of Default shall have occurred and be continuing, the Company shall not be required to deliver any Document, Chattel Paper, promissory note, trade acceptance or other instrument, as long as the aggregate amount of any such Collateral so retained by the Company shall not exceed $1,000,000. Upon the request of Aron, the Company shall mark all Documents and Chattel Paper with such legends as Aron shall reasonably specify.

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(g) Bailees . Any Person (other than Aron) at any time and from time to time holding all or any portion of the Collateral shall be deemed to, and shall, hold the Collateral as the agent of, and as pledge holder for, Aron. At any time and from time to time, Aron may give notice to any such Person holding all or any portion of the Collateral that such Person is holding the Collateral as the agent and bailee of, and as pledge holder for, Aron, and obtain such Person’s written acknowledgment thereof. Without limiting the generality of the foregoing, the Company will join with Aron in notifying any Person who has possession of any Collateral of Aron’s security interest therein and obtaining an acknowledgment from such Person that it is holding the Collateral for the benefit of Aron.

(h) Control . The Company will cooperate with Aron in obtaining control (as defined in the UCC) of Collateral consisting of any Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, including delivery of Control Agreements, as Aron may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of Aron’s security interest in such Collateral.

(i) Additional Subsidiaries . In the event that the Company acquires rights in any Subsidiary after the date hereof, it shall deliver to Aron a completed pledge supplement, substantially in the form of Exhibit A (the “ Pledge Supplement ”), together with all schedules thereto, reflecting the Equity Interests in respect of such new Subsidiary. Notwithstanding the foregoing, it is understood and agreed that the security interest of Aron shall attach to the Pledged Collateral related to such Subsidiary immediately upon the Company’s acquisition of rights therein and shall not be affected by the failure of the Company to deliver a Pledge Supplement.

(j) Purchase Money Security Interests . To the extent the Company uses the proceeds of any of the Secured Obligations to purchase Collateral, subject to the requirements of the S&O Agreement, the Company’s repayment of the Secured Obligations shall apply on a “first-in, first-out” basis so that the portion of the Secured Obligations used to purchase a particular item of Collateral shall be paid in the chronological order in which the Company purchased the Collateral.

SECTION 4 Representations and Warranties . So long as any of the Secured Obligations (other than contingent indemnification obligations) remain unsatisfied, the Company represents and warrants to Aron that:

(a) Location of Chief Executive Office and Collateral . The Company’s chief executive office and principal place of business (as of the Commencement Date) is located at the address set forth in Schedule 1 , and all other locations (as of the Commencement Date) where the Company conducts business or Collateral is kept are set forth in Schedule 1 .

(b) Locations of Books . All locations where Books pertaining to the Rights to Payment are kept, including all equipment necessary for accessing such Books and the names and addresses of all service bureaus, computer or data processing companies and other Persons keeping any Books or collecting Rights to Payment for the Company, are set forth in Schedule 1 .

(c) Jurisdiction of Organization and Names . The Company’s jurisdiction of organization is set forth in Schedule 1 ; and the Company’s exact legal name is as set forth in the first paragraph

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of this Agreement. All trade names and trade styles under which the Company presently conducts its business operations are set forth in Schedule 1 , and, except as set forth in Schedule 1 , the Company has not, at any time in the past: (i) been known as or used any other corporate, trade or fictitious name; (ii) changed its name; (iii) been the surviving or resulting corporation in a merger or consolidation; or (iv) acquired through asset purchase or otherwise any business of any Person.

(d) Collateral . The Company has rights in or the power to transfer the Collateral, and the Company is the sole and complete owner of the Collateral (or, in the case of after-acquired Collateral, at the time the Company acquires rights in such Collateral, will be the sole and complete owner thereof), free from any Lien other than Permitted Liens.

(e) Enforceability; Priority of Security Interest . (i) This Agreement creates a security interest which is enforceable against the Collateral in which the Company now has rights and will create a security interest which is enforceable against the Collateral in which the Company hereafter acquires rights at the time the Company acquires any such rights; and (ii) Aron has a perfected and first priority security interest in the Collateral, in which the Company now has rights, and will have a perfected and first priority security interest in the Collateral in which the Company hereafter acquires rights at the time the Company acquires any such rights, in each case, subject to Permitted Liens and securing the payment and performance of the Secured Obligations.

(f) Other Financing Statements . Other than (i) financing statements disclosed to Aron and (ii) financing statements in favor of Aron, no effective financing statement naming the Company as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction.

(g) Rights to Payment .

(i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto;

(ii) the Company has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Transaction Documents; and

(iii) all Rights to Payment comply in all material respects with Applicable Law concerning form, content and manner of preparation and execution.

(h) Inventory . No Inventory is stored with any bailee, warehouseman or similar Person or on any premises leased to the Company, nor has any Inventory been consigned to the Company or consigned by the Company to any Person or is held by the Company for any Person under any “bill and hold” or other arrangement, except as set forth in Schedule 1 .

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(i) Intellectual Property .

(i) Except as set forth in Schedule 2 , the Company does not (directly or through any Subsidiary) own, possess or use under any licensing arrangement any patents, copyrights, trademarks, service marks or trade names, nor is there currently pending before any Governmental Authority any application for registration of any patent, copyright, trademark, service mark or trade name;

(ii) all of the Company’s patents, copyrights, trademarks, service marks and trade names are subsisting and have not been adjudged invalid or unenforceable in whole or in part;

(iii) all maintenance fees required to be paid by the Company on account of any of its material patents have been timely paid for maintaining such patents in force, and, to the best of the Company’s knowledge, each of such patent is valid and enforceable and the Company has notified Aron in writing of all prior art (including public uses and sales) of which it is aware;

(iv) to the best of the Company’s knowledge after due inquiry, no material infringement or unauthorized use presently is being made of any Intellectual Property Collateral by any Person;

(v) the Company is the sole and exclusive owner of the Intellectual Property Collateral and the past, present and contemplated future use of such Intellectual Property Collateral by the Company has not, does not and will not infringe or violate any material right, privilege or license agreement of or with any other Person; and

(vi) the Company owns, has material rights under, is a party to, or an assignee of a party to all material licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications, trade names and all other Intellectual Property Collateral necessary to continue to conduct its business as heretofore conducted.

(j) Leased Equipment . None of the Equipment is leased from or to any Person, except as set forth at Schedule 1 or as otherwise disclosed to Aron.

(k) Deposit Accounts . The names and addresses of all financial institutions at which the Company maintains its Deposit Accounts, and the account numbers and account names of such Deposit Accounts, are set forth in Schedule 1 .

(l) Instrument Collateral . (i) The Company has not previously assigned any interest in any Instruments (other than such interests as will be released on or before the date hereof), (ii) no Person other than the Company owns an interest in the Instruments (whether as joint holders, participants or otherwise), and (iii) no material default exists under or in respect of the Instruments of the Company.

(m) Pledged Shares, Partnership and LLC Collateral and other Pledged Collateral . (i) All of the Pledged Shares and Partnership and LLC Collateral of the Company have been, and upon issuance any additional Pledged Collateral consisting of Pledged Shares or Partnership and LLC

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Collateral of the Company, will be, duly and validly issued, and are and will be fully paid and non-assessable, as applicable, subject in the case of Partnership and LLC Collateral to future assessments required under Applicable Law and any applicable partnership or operating agreement, (ii) the Company is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (iii) there are no restrictions on the transferability of the Pledged Collateral or such additional Pledged Collateral to Aron or with respect to the foreclosure, transfer or disposition thereof by Aron, except as provided under applicable securities or “Blue Sky” laws, (iv) the Pledged Shares and Partnership and LLC Collateral of the Company constitute 100% of the issued and outstanding shares of capital stock of all directly and indirectly owned Subsidiaries of the Company, and, except as set forth on Schedule 3 , no securities convertible into or exchangeable for any shares of capital stock of any such Subsidiary, or any options, warrants or other commitments entitling any Person to purchase or otherwise acquire any shares of capital stock of any such Subsidiary, are issued and outstanding, (v) any and all Pledge Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Shares pledged by the Company, and any and all other Pledge Collateral Agreements relating to the Partnership and LLC Collateral of the Company, have been disclosed in writing to Aron, and (vi) as to each such Pledge Collateral Agreement relating to the Partnership and LLC Collateral of the Company, (A) such agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof, has not been amended or modified, and is in full force and effect in accordance with its terms, (B) to the best knowledge of the Company, there exists no material violation or material default under any such agreement by the Company or the other parties thereto, and (C) the Company has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such agreement.

(n) Other Investment Property; Instruments; and Chattel Paper . All securities accounts of the Company and other Investment Property of the Company are set forth in Schedule 1 , and all Instruments and Chattel Paper held by the Company are also set forth in Schedule 1 .

(o) Control Agreements . No Control Agreements exist with respect to any Collateral other than any Control Agreements in favor of Aron.

(p) Letter-of-Credit Rights . The Company does not have any Letter-of-Credit Rights except as set forth in Schedule 1 .

(q) Commercial Tort Claims . The Company does not have any Commercial Tort Claims except as set forth in Schedule 1 .

(r) Real Property Leases . Except as set forth on Schedule 1 , the Company is not and will not become a lessee under any real property lease or other agreement governing the location of Collateral at the premises of another Person pursuant to which the lessor or such other Person may obtain any rights in any of the Collateral, and no such lease or other such agreement now prohibits, restrains, impairs or will prohibit, restrain or impair the Company’s right to remove any Collateral from the premises at which such Collateral is situated, except for the usual and customary restrictions contained in such leases of real property.

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(s) Insurance . Aron is named as loss payee or additional insured, as appropriate, on each insurance policy identified on Schedule 1 .

SECTION 5 Covenants . So long as any of the Secured Obligations (other than contingent indemnification obligations) remain unsatisfied, the Company agrees that:

(a) General Covenants .

(i) Defense of Collateral . The Company will appear in and defend any action, suit or proceeding which may affect to a material extent its title to, or right or interest in, or Aron’s right or interest in, the Collateral.

(ii) Preservation of Collateral . The Company will do and perform all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Collateral.

(iii) Compliance with Laws, Etc . The Company will comply in all material respects with all laws, regulations and ordinances, and all policies of insurance, relating in a material way to the possession, operation, maintenance and control of the Collateral.

(iv) Location of Books and Chief Executive Office . The Company will: (A) keep all Books pertaining to the Rights to Payment at the locations set forth in Schedule 1 ; and (B) give at least 30 days’ prior written notice to Aron of (1) any changes in any such location where Books pertaining to the Rights to Payment are kept, including any change of name or address of any service bureau, computer or data processing company or other Person preparing or maintaining any Books or collecting Rights to Payment for the Company or (2) any changes in the location of the Company’s chief executive office or principal place of business.

(v) Location of Collateral . The Company will: (A) keep the Collateral at the locations set forth in Schedule 1, or at such other locations as may be disclosed in writing to Aron pursuant to clause (B)  and will not remove any such Collateral from such locations (other than in connection with sales of Inventory in the ordinary course of the Company’s business, other dispositions permitted by Section 5(b)(i) , as otherwise permitted under the S&O Agreement and movements of Collateral from one disclosed location to another disclosed location within the United States), except upon at least 30 days’ prior written notice of any removal to Aron; and (B) give Aron at least 30 days’ prior written notice of any change in the locations set forth in Schedule 1 .

(vi) Change in Name, Identity or Structure . The Company will give at least 30 days’ prior written notice to Aron of (A) any change in its name, (B) any change in its jurisdiction of organization, (C) any change in its registration as an organization (or any new such registration); and (D) any changes in its identity or structure in any manner which might make any financing statement filed hereunder incorrect or seriously misleading; provided that the Company shall not change its jurisdiction of organization to a jurisdiction outside of the United States.

(vii) Maintenance of Records . The Company will keep separate, accurate and complete Books with respect to the Collateral, disclosing Aron’s security interest hereunder.

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(viii) Leased Premises; Collateral Held by Warehouseman, Bailee, Etc .

(A) The Company will use commercially reasonable efforts to obtain from each Person from whom the Company leases any premises, and from each other Person at whose premises any Collateral is at any time present (including any bailee, warehouseman or similar Person), within 45 days of (1) the Commencement Date or (2) if later, the date the Company enters into a lease of or a contract to hold Collateral at any premises, any such collateral access, subordination, landlord waiver, bailment, consent and estoppel agreements, as Aron may reasonably require, in form and substance satisfactory to Aron; provided that, with respect to any such Person that is an Affiliate of the Company, the Company will cause such Person to deliver to Aron a “bailee’s letter” in substantially the form attached as Exhibit B hereto no later than 45 days after the Commencement Date or, if later, the date such lease or contract is entered into. In the event that any such Person becomes an Affiliate of the Company after the Commencement Date, the Company will cause such Person to deliver such bailee’s letter no later than 45 days after the date such Person becomes an Affiliate of the Company.

(B) The Company will use commercially reasonable efforts to obtain from each Person (other than Aron) with whom the Company has entered into a catalyst lease, within 45 days of (1) the Commencement Date or (2) if later, the date the Company enters into such catalyst lease, such consent to collateral assignment or attornment agreement as Aron may reasonably require, in form and substance satisfactory to Aron; provided that, with respect to any such Person that is an Affiliate of the Company, the Company will cause such Person to deliver to Aron such consent to collateral assignment or attornment agreement no later than 45 days after (1) the Commencement Date or (2) if later, the date such lease is entered into. In the event that such Person becomes an Affiliate of the Company after the Commencement Date, the Company will cause such Person to deliver such consent to collateral assignment or attornment agreement no later than 15 days after the date such Person becomes an Affiliate of the Company.

(ix) Rights to Payment . The Company will:

(A) with such frequency as Aron may reasonably require but no more than once per fiscal quarter, or as may be required under the S&O Agreement, furnish to Aron full and complete reports, in form and substance satisfactory to Aron, with respect to the Accounts;

(B) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, promptly notify Aron thereof and execute any documents and instruments and take any other steps reasonably requested by Aron in order that all monies due and to become due thereunder shall be assigned to Aron and notice thereof be given to the Federal authorities sufficient for such security interest to be recognized under the Federal Assignment of Claims Act;

(C) (1) upon the reasonable request of Aron at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (2) upon the occurrence and during the continuance of an Event of Default and upon the request of Aron, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to Aron or to such other Person or location as Aron shall specify;

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(D) take any and all actions, including actions requested by Aron, to ensure that all Accounts of the Company will be paid to a bank deposit account at a bank acceptable to Aron and with which Aron has entered into a Control Agreement in favor of Aron (the “ Collection Account ”) and pursuant to which Aron has a perfected security interest therein and, if any Person obligated on an Account pays directly to the Company, the Company shall promptly remit such sums to the Collection Account. Until deposited in the Collection Account, any such amounts to be remitted shall be held in trust for the benefit of Aron and shall be segregated from other funds of the Company. Upon the occurrence of an Event of Default, Aron shall have the right to notify the customers or obligors under any Accounts of the assignment of such Accounts to Aron and to direct such customers or obligors to make payment of all amounts due or to become due directly to Aron or to such other account designated by Aron; and

(E) without limiting the Company’s obligations under (D), upon the occurrence and during the continuance of any Event of Default and the exercise of remedies by Aron under any Transaction Document, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as Aron shall require.

(x) Instruments, Investment Property, Etc . Upon the request of Aron, the Company will (A) promptly deliver to Aron, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all Instruments, Documents, Chattel Paper and certificated securities with respect to any Investment Property, all letters of credit, and all other Rights to Payment at any time evidenced by promissory notes, trade acceptances or other instruments, (B) cause any securities intermediaries to show on their books that Aron is the entitlement holder with respect to any Investment Property, and/or obtain Control Agreements in favor of Aron from such securities intermediaries, in form and substance satisfactory to Aron, with respect to any Investment Property, as reasonably requested by Aron, and (C) provide such notice, obtain such acknowledgments and take all such other action, with respect to any Chattel Paper, Documents and Letter-of-Credit Rights, as Aron shall reasonably specify.

(xi) Deposit Accounts and Securities Accounts . The Company will give Aron prompt notice of the establishment of any new Deposit Account and of any new securities account established by the Company with respect to any Investment Property.

(xii) Inventory . The Company will not store any Inventory with a bailee, warehouseman or similar Person or on premises leased to the Company other than in Included Locations (solely to the extent contemplated and permitted under the S&O Agreement) and those locations identified in Schedule 1, and will not dispose of any Inventory on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment or similar basis, and will not acquire any Inventory from any Person on any such basis, without in each case giving Aron prior written notice thereof.

(xiii) Intellectual Property Collateral . The Company will:

(A) not allow or suffer any Intellectual Property Collateral to become abandoned, nor any registration thereof to be terminated, forfeited, expired or dedicated to the public, except as shall be reasonable and appropriate in accordance with prudent business practice;

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(B) promptly give Aron notice of any rights the Company may obtain to any new patentable inventions, copyrightable works or other new Intellectual Property Collateral, prior to the filing of any application for registration thereof;

(C) without limiting the generality of this clause (C), not register with the U.S. Copyright Office any unregistered copyrights (whether in existence on the date hereof or thereafter acquired, arising, or developed) unless the Company provides Aron with written notice of its intent to register such copyrights not less than 10 days prior to the date of the proposed registration; and

(D) diligently prosecute all applications for patents, copyrights and trademarks, and file and prosecute any and all continuations, continuations-in-part, applications for reissue, applications for certificate of correction and like matters as shall be reasonable and appropriate in accordance with prudent business practice, and promptly and timely pay any and all maintenance, license, registration and other fees, taxes and expenses incurred in connection with any Intellectual Property Collateral.

(xiv) Notices, Reports and Information. The Company will (A) notify Aron of any other modifications of or additions to the information contained in Schedule 1 (including any acquisition or holding of an interest in any Chattel Paper, Commercial Tort Claims and Letter-of-Credit Rights); (B) notify Aron of any material claim made or asserted against the Collateral by any Person and of any change in the composition of the Collateral or other event which could materially adversely affect the value of the Collateral or Aron’s Lien thereon; (C) furnish to Aron such listings, descriptions and schedules with respect to the Equipment and Inventory, and such other reports and other information in connection with the Collateral, as Aron may reasonably request, all in reasonable detail; and (D) upon the reasonable request of Aron make such demands and requests for information and reports as the Company is entitled to make in respect of the Collateral.

(xv) Shareholder Agreements and Other Agreements . (A) The Company shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “ Pledged Collateral Agreements ”) to which it is a party and shall enforce all of its rights thereunder. (B) The Company shall take all actions necessary to cause each such Pledged Collateral Agreement relating to Partnership and LLC Collateral to provide specifically at all times that: (1) such Partnership and LLC Collateral shall be securities and shall be governed by Article 8 of the applicable UCC; (2) each certificate of membership or partnership representing such Partnership and LLC Collateral shall bear a legend to the effect that such membership interest or partnership interest is a security and is governed by Article 8 of the applicable UCC; and (3) no consent of any member, manager, partner or other Person shall be a condition to the admission as a member or partner of any transferee (including Aron) that acquires ownership of such Partnership and LLC Collateral as a result of the exercise by Aron of any remedy hereunder

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or under Applicable Law. (C) The Company shall not, without the prior consent of Aron, vote to enable or take any other action to amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of the Company with respect to any such Pledged Collateral in a manner adverse to Aron or that adversely affects the validity, perfection or priority of Aron’s security interest therein.

(xvi) Insurance . (A) The Company shall carry and maintain in full force and effect, at the expense of the Company all insurance coverages with financially sound and reputable insurance companies and comply with all agreements in respect thereof as required by Article 16 of the S&O Agreement.

(B) The Company shall take all actions, including actions requested by Aron, to ensure that all insurance proceeds payable to the Company will be paid to a bank deposit account at a bank acceptable to Aron and with which Aron has entered into a Control Agreement in favor of Aron (the “ Insurance Proceeds Account ”) and pursuant to which Aron has a perfected security interest therein and, if any insurance proceeds are paid directly to the Company, the Company shall promptly remit such sums to the Insurance Proceeds Account. Until deposited in the Insurance Proceeds Account, any such amounts to be remitted shall be held in trust for the benefit of Aron and shall be segregated from other funds of the Company.

(b) Specified Covenants .

(i) Liens . The Company will not create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens.

(ii) Indebtedness . The Company will not create, incur, assume or suffer to exist any Indebtedness, except:

(A) Indebtedness under the Transaction Documents;

(B) Indebtedness outstanding on the date hereof and listed on Schedule 4 and any refinancings, refundings, renewals or extensions thereof; provided that (1) the aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (2) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Company or Aron than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

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(C) Guarantees of the Company in respect of Indebtedness otherwise permitted hereunder or under the S&O Agreement;

(D) obligations (contingent or otherwise) of the Company not secured by a Lien existing or arising under any Swap Contract, provided that (1) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; and (2) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(E) (i) capital leases and leases giving rise to Synthetic Lease Obligations (excluding the catalyst leases and leases giving rise to Synthetic Lease Obligations described in clause (ii) of this Section 5(b)(ii)(E)) , relating to equipment or real estate used in the business of the Company; provided that at the time any such lease is entered into, the aggregate remaining Indebtedness under all such leases then in existence shall not exceed $10,000,000 and (ii) capital leases and leases giving rise to Synthetic Lease Obligations with respect to the catalyst and related metals necessary or useful in the operation of the Refinery;

(F) Indebtedness incurred to pay all or a portion of the purchase price of equipment or machinery used in the ordinary course of business of the Company, not to exceed $5,000,000 outstanding at any time;

(G) Indebtedness incurred to pay all or a portion of the purchase price of equipment or machinery installed or otherwise utilized or obtained in connection with any turnaround at the Refinery;

(H) Indebtedness of the Company under Section 5(b)(iv) ;

(I) unsecured Indebtedness arising under intercompany transactions with any Affiliate entered into in the ordinary course of the Company’s and such Affiliate’s business;

(J) Indebtedness arising from the endorsement of instruments or other payment items for deposit in the ordinary course of business or in respect of netting services, overdraft protection, and other like services in the ordinary course of business;

(K) Indebtedness of the Company with respect to performance bonds, surety bonds, appeal bonds, guarantees or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Company or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds, guarantees and customs bonds permitted by this clause (K) shall not at any time exceed $5,000,000;

(L) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to the Company, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of such insurance for the period in which such Indebtedness is incurred;

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(M) reimbursement obligations associated with letters of credit issued (i) solely for the purchase of crude oil, refined products, and other feedstock acquired by the Company in the ordinary course of business whether such reimbursement obligations are secured or unsecured, or (ii) for general business purposes in the ordinary course of business but, with respect to this clause (ii), not at any time exceeding $2,000,000 (collectively, letters of credit issued pursuant to clauses (i) or (ii), “ Permitted Letters of Credit ”);

(N) obligations arising under indemnities, guaranties, or contracts for the acquisition of services, supplies or goods, in the ordinary course of business; and

(O) unsecured Indebtedness incurred in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any time outstanding.

(iii) Restricted Payments . The Company will not declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that the Company may make Restricted Payments in the form of cash distributions at any time:

(A) in an aggregate amount in each fiscal year (commencing January 1, 2016), of up to fifty percent (50%) of positive Net Income for the prior fiscal year; provided that at the time of any such Restricted Payment (i) the sum of the Company’s (x) cash or cash equivalents then on hand for the most recent month end plus (y) the daily average difference between the Current Deferred Payment Amount and the Deferred Payment Credit Support Amount calculated for the most recent month end plus (z) projected EBITDA and corresponding liquidity for the succeeding twelve months (commencing as of the first day of the month in which such Restricted Payment is made), is sufficient to pay, without duplication, the sum of all budgeted capital expenditures (excluding all capital expenditures relating to the Company’s compliance with the anticipated final binding settlement with the United States Environmental Protection Agency and the United States Department of Justice and other applicable agencies or entities, if any, regarding alleged violations of the Clean Air Act related to the Company’s ownership and operation of the Refinery) and interest expense of the Company for the succeeding twelve months and the Company’s payment obligations, and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time or would result therefrom. At least 5 Business Days, but no more than 15 Business Days preceding that date of any Restricted Payment under this Section 5(b)(iii)(A), the chief executive officer, president, chief financial officer, or vice president-finance of the Company shall deliver a certificate to Aron notifying Aron of such Restricted Payment, providing a summary in reasonable detail of the calculation of the amount thereof, and certifying that at the time Restricted Payment is made the Company shall be in compliance with this Section 5(b)(iii)(A); and

(B) in the amounts necessary to enable (I) any holder of the Equity Interests of the Company (a “ Member ”) to pay its federal and state income tax obligations; and (II) Par Petroleum to pay its Federal and state income taxes, in each case (without duplication) attributable to allocations of income and gains, offset by losses and deductions, allocable by the

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Company to such Member and by such Member to Par Petroleum; provided that the amount of Restricted Payments paid pursuant to this Section 5(b)(iii)(B) to enable such Member and Par Petroleum to pay Federal and state income taxes at any time shall not exceed the amount of such Federal and state income taxes actually owing by such Member and Par Petroleum at such time for the respective period attributable and after giving effect to such allocations of income, gains, losses and deductions. The Company shall notify Aron promptly upon making any such Restricted Payment under this Section 5(b)(iii)(B) .

(iv) Permitted Hedging .

(A) The Company shall not create, incur, assume or permit to exist any obligation under any Swap Contract relating to Crude Oil and Product, other feedstocks, other refined petroleum products or other hydrocarbons other than Specified Hedging Agreements that (I) reference Crude Oil or Products (each as defined in the S&O Agreement), (II) are executed at market prices and are settled based on one or more indices that are highly correlated to the purchase prices and sales prices of the referenced Crude Oil or Products and (III) have a term not exceeding 18 months; provided that, notwithstanding the foregoing, the Company and its Subsidiaries shall not be in breach of this Section 5(b)(iv)(A) by entering into the S&O Agreement and entering into any transactions thereunder or contemplated thereby.

(B) The Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or permit to exist any obligation under any Crack Spread Hedges that would result in the aggregate number of Product barrels (based on the notional volumes of such transactions) scheduled to settle thereunder in any single monthly period, as of any date, exceeding the applicable Maximum Hedged Capacity. As used herein, “ Maximum Hedged Capacity ” means, as of any day, on a product-by-product basis, (i) for each of the next 6 calendar months (the “ Initial Period ”), the aggregate volume of Products not exceeding 75% of the Refinery’s average monthly projected production volume of Products in such Initial Period, (ii) each of the next 6 calendar months immediately following the Initial Period (the “ Second Period ”), the aggregate volume of Products not exceeding 50% of the Refinery’s average monthly projected production volume of Products in such Second Period and (iii) for each of the next 6 calendar months immediately following the Second Period (the “ Third Period ”), the aggregate volume of Products not exceeding 25% of the Refinery’s average monthly projected production volume of Products in such Third Period.

(v) Asset Dispositions . The Company shall not make any Disposition, except:

(A) Dispositions of obsolete or worn-out property, whether now owned or hereafter acquired, in the ordinary course of business;

(B) Dispositions of inventory in the ordinary course of business;

(C) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

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(D) the Company may lease (as lessee) or license (as licensee) real or personal property in the ordinary course of business so long as any such lease or license does not create a capital lease obligation or Synthetic Lease Obligation except to the extent permitted by Section 5(b)(ii)(E) ;

(E) the Company may grant licenses, sublicenses, leases or subleases to other Persons not materially interfering with the conduct of the business of the Company, in each case so long as no such grant otherwise affects Aron’s security interest in the asset or property subject thereto;

(F) the Company may liquidate or otherwise dispose of cash equivalents in the ordinary course of business, in each case for cash at fair market value;

(G) the Company may dispose of property and assets to the extent such property and assets were the subject of a casualty or of condemnation proceedings upon the occurrence of an event that gives rise to the receipt by the Company or any of its Subsidiaries of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of the Company or (ii) under any policy of insurance maintained by any of them;

(H) Dispositions of the Company’s vehicles in the ordinary course of business; and

(I) Dispositions of property or assets in transactions not otherwise permitted by this Section 5(v) provided the net sale proceeds received from all assets or property sold pursuant to this clause (H) shall not exceed $5,000,000 in any fiscal year of the Company.

(vi) Transactions with Affiliates . Except as otherwise permitted under this Agreement or the S&O Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:

(A) create any Subsidiaries;

(B) other than intercompany transactions between the Company and Par Petroleum in the ordinary course of business related to tax sharing, shared corporate offices space, payroll and other administrative matters (collectively, “ Corporate Overhead Expenses ”), enter into any transaction, including the purchase, sale or exchange of property or the rendering of any services, with any Related Party of the Company, or enter into, assume or suffer to exist, or permit any Subsidiary to enter into, assume or suffer to exist, any employment, consulting, management or similar contract with any Related Party of the Company, except in the ordinary course of the Company’s or such Subsidiary’s business and upon fair and reasonable terms not less favorable to the Company or such Subsidiary than it would obtain in a comparable arm’s length transaction with a Person not a Related Party;

(C) allocate (or have allocated to it by Par Petroleum) Corporate Overhead Expenses other than in a fair, equitable, proportionate and consistent manner;

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(D) make or become obligated to make payment of management or similar fees to Par Petroleum; or

(E) purchase or otherwise acquire the Equity Interests, assets (constituting a business unit), obligations or other securities of or any interest in any Affiliate of the Company, or otherwise extend any credit to, guarantee the obligations of or make any additional investments in any Affiliate of the Company.

(a) Collection of Rights to Payment . Until Aron exercises its rights hereunder to collect Rights to Payment, the Company shall endeavor in the first instance diligently and in the ordinary course of its business to collect all amounts due or to become due on or with respect to the Rights to Payment. At the request of Aron, upon the occurrence and during the continuance of any Event of Default, all remittances received by the Company shall be held in trust for Aron and, in accordance with Aron’s instructions, remitted to Aron or deposited to an account with Aron in the form received (with any necessary endorsements or instruments of assignment or transfer).

(b) Pledged Collateral . Unless and until an Event of Default shall have occurred, the Company shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Collateral; provided , however , that, the Company shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by the Company, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the request of Aron, upon the occurrence and during the continuance of any Event of Default, Aron shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments held by the Company shall be held in trust for Aron and, in accordance with Aron’s instructions, remitted to Aron or deposited to an account with Aron in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default, any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, Aron shall have the right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to the Company, to exercise voting rights and to exercise rights to give consents, ratifications and waivers with respect to any Pledged Collateral, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if Aron were the absolute owner thereof; provided that Aron shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to the Company or any other Person for any failure to do so or delay in doing so.

(c) Voting Prior to an Event of Default . Unless and until an Event of Default shall have occurred and be continuing, the Company shall have the right to vote the Pledged Collateral held

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by the Company and to give consents, ratifications and waivers in respect thereof, and shall retain the power to control the direction, management and policies of any Person comprising the Pledged Collateral to the same extent as the Company would if such Pledged Collateral were not pledged to Aron pursuant to this Agreement; provided , however , that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of materially impairing the position or interest of Aron in respect of such Pledged Collateral or which would alter the voting rights with respect to the stock or other ownership interest in or of any such Person or be inconsistent with or violate any provision of this Agreement, the S&O Agreement, or any other Transaction Documents. If applicable, the Company shall be deemed the beneficial owner of all such Pledged Collateral for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. Aron shall execute and deliver (or cause to be executed and delivered) to the Company all such proxies and other instruments as the Company may reasonably request for the purpose of enabling the Company to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (c)  and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (c) .

(d) Certain Other Administrative Matters . Upon the occurrence and during the continuance of any Event of Default, Aron may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees (subject to the rights of the Company specified in this Section 6 ). If available and if otherwise required by this Agreement, Aron shall have the right to exchange uncertificated Pledged Collateral for certificated Pledged Collateral, and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement.

SECTION 7 Authorization; Aron Appointed Attorney-in-Fact . Aron shall have the right to, in the name of the Company, or in the name of Aron or otherwise, without notice to or assent by the Company, and the Company hereby constitutes and appoints Aron (and any of Aron’s officers, employees or agents designated by Aron) as the Company’s true and lawful attorney-in-fact, with full power and authority to:

(a) file any of the financing statements which must be filed to perfect or continue perfected, maintain the priority of or provide notice of Aron’s security interest in the Collateral;

(b) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral;

(c) sign and endorse any invoice or bill of lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors;

(d) notify the U.S. Postal Service or other postal authorities to change the address for delivery of mail addressed to the Company to such address as Aron may designate and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;

(e) receive, open and dispose of all mail addressed to the Company;

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(f) send requests for verification of Rights to Payment to the customers or other obligors of the Company;

(g) contact, or direct the Company to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to Aron;

(h) assert, adjust, sue for, compromise or release any claims under any policies of insurance;

(i) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with Aron or any other bank, financial institution or other Person;

(j) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to Aron;

(k) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to Payment, enforce payment or any other rights in respect of the Rights to Payment and other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as Aron may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of Aron with respect to the Collateral;

(l) execute any and all applications, documents, papers and instruments necessary for Aron to use the Intellectual Property Collateral and grant or issue any exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;

(m) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral;

(n) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which Aron may deem necessary or advisable to maintain, protect, realize upon and preserve the Deposit Accounts and Investment Property and Aron’s security interest therein; and

(o) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Company, which Aron may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and Aron’s security interest therein and to accomplish the purposes of this Agreement.

Aron agrees that, except upon the occurrence and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights granted to Aron, pursuant to clauses (b)  through (n) . The foregoing power of attorney is coupled with an interest and irrevocable so

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long as the Secured Obligations have not been paid and performed in full. The Company hereby ratifies, to the extent permitted by law, all that Aron shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7 .

SECTION 8 Aron Performance of Company Obligations . Aron may perform or pay any obligation which the Company has agreed to perform or pay under or in connection with this Agreement, and the Company shall reimburse Aron on demand for any amounts paid by Aron pursuant to this Section 8 .

SECTION 9 Aron’s Duties . Notwithstanding any provision contained in this Agreement, Aron shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to the Company or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of Collateral in Aron’s possession and the accounting for moneys actually received by Aron hereunder, Aron shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Collateral.

SECTION 10 Remedies .

Remedies. Upon the occurrence and during the continuance of any Event of Default, Aron shall have, in addition to all other rights and remedies granted to it in this Agreement, the S&O Agreement, the Master Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other Applicable Law. Without limiting the generality of the foregoing, the Company agrees that:

(i) Aron may peaceably and without notice enter any premises of the Company, take possession of any Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, or, in the case of Equipment, render it nonfunctional, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or sue for all or any part of the Collateral, as Aron may determine.

(ii) Aron may require the Company to assemble all or any part of the Collateral and make it available to Aron at any place and time designated by Aron.

(iii) Aron may use or transfer any of the Company’s rights and interests in any Intellectual Property Collateral, by license, by sublicense (to the extent permitted by an applicable license) or otherwise, on such conditions and in such manner as Aron may determine.

(iv) Aron may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by Applicable Law).

(v) Aron may withdraw (or cause to be withdrawn) any and all funds from any Deposit Accounts or securities accounts.

(vi) Aron may sell, resell, lease, use, assign, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets,

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without charge or liability to Aron therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit or for future delivery without assumption of any credit risk, all as Aron deems advisable; provided , however , that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by Aron. Aron shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption, which right or equity of redemption the Company hereby releases, to the extent permitted by law. Aron shall give the Company such notice of any public or private sale as may be required by the UCC or other Applicable Law. The Company recognizes that Aron may be unable to make a public sale of any or all of the Pledged Collateral, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and not with a view to any distribution thereof shall be considered a commercially reasonable sale.

(vii) Aron shall not have any obligation to clean-up or otherwise prepare the Collateral for sale. Aron has no obligation to attempt to satisfy the Secured Obligations by collecting them from any other Person liable for them and Aron may release, modify or waive any Collateral provided by any other Person to secure any of the Secured Obligations, all without affecting Aron’s rights against the Company. The Company waives any right it may have to require Aron to pursue any third Person for any of the Secured Obligations. Aron may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Aron may sell the Collateral without giving any warranties as to the Collateral. Aron may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Aron sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by Aron and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Aron may resell the Collateral and the Company shall be credited with the proceeds of the sale.

(b) License . For the purpose of enabling Aron to exercise its rights and remedies under this Section 10 or otherwise in connection with this Agreement, to the extent it may do so under applicable agreements, the Company hereby grants to Aron an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any Intellectual Property Collateral.

(c) Proceeds Account . To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated at such time as there may exist an Event of Default, Aron may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the “ Proceeds Account ”) created and maintained by Aron for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as Aron may elect to apply such proceeds to the Secured Obligations, and the Company agrees that such retention of such proceeds by Aron shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by Aron, estimate the liquidated amount of any such contingent, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount;

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or (iii) otherwise proceed in any manner permitted by Applicable Law. The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, the Company shall not have any right of withdrawal with respect to such funds. Accordingly, the Company irrevocably waives until the termination of this Agreement in accordance with Section 23 the right to make any withdrawal from the Proceeds Account and the right to instruct Aron to honor drafts against the Proceeds Account.

(d) Application of Proceeds . The cash proceeds actually received from the sale or other disposition or collection of the Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied as provided in Article 19 of the S&O Agreement and Section 6 of the Master Agreement. Any surplus thereof which exists after payment and performance in full of the Secured Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other Applicable Law. The Company shall remain liable to Aron for any deficiency which exists after any sale or other disposition or collection of Collateral.

SECTION 11 Certain Waivers . The Company waives, to the fullest extent permitted by law, (a) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Collateral or other collateral or security for the Secured Obligations; (b) any right to require Aron (i) to proceed against any Person, (ii) to exhaust any other collateral or security for any of the Secured Obligations, (iii) to pursue any remedy in Aron’s power, or (iv) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral; and (c) all claims, damages, and demands against Aron arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral, unless such damages, and claims and demands in respect thereof, are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from Aron’s gross negligence or willful misconduct.

SECTION 12 Notices . All notices or other communications hereunder shall be given in the manner and to the addresses specified in the S&O Agreement, subject to the terms set forth in Article 24 of the S&O Agreement. Each of the Company and Aron may change its address, facsimile number or email address for notices and other communications hereunder by notice to the other parties.

SECTION 13 No Waiver; Cumulative Remedies . No failure on the part of Aron to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to Aron.

SECTION 14 Costs and Expenses; Indemnification; Other Charges .

(a) Costs and Expenses . The Company agrees to pay:

(i) all reasonable out-of-pocket expenses incurred by Aron and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Aron), and shall pay all

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reasonable fees and time charges and disbursements for attorneys who may be employees of Aron, in connection with the preparation, negotiation, execution, delivery and administration of this Agreement, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with the preservation or custody of any Collateral;

(ii) all reasonable out-of-pocket expenses incurred by Aron (including the reasonable fees, charges and disbursements of any counsel for Aron), and shall pay all reasonable fees and time charges for attorneys who may be employees of Aron, in connection with the enforcement or protection of its rights (A) in connection with this Agreement, including its rights under this Section, (B) in connection with the Secured Obligations, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Secured Obligations, and including in or in connection with any Insolvency Proceeding, and (C) in connection with the protection, sale or collection of, or other realization upon, any of the Collateral, including all expenses of taking, collecting, holding, sorting, handling, preparing for sale, selling, or the like, and other such expenses of sales and collections of Collateral; and

(iii) all title, appraisal (including the allocated cost of internal appraisal services), survey, audit, environmental inspection, consulting, search, recording, filing and similar costs, fees and expenses incurred or sustained by Aron or any of its Affiliates in connection with this Agreement or the Collateral.

(b) Indemnification . The Company hereby agrees to indemnify Aron, any Affiliate thereof (and any agent thereof) and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Company), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Secured Obligations or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Transaction Document, if the Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

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(c) Payment . All amounts due under this Section shall be payable not later than 10 days after demand therefor.

(d) Interest . Any amounts payable to Aron under this Section 14 or otherwise under this Agreement if not paid upon demand shall bear interest from the date of such demand until paid in full, at the rate of interest set forth in Section 10.6 of the S&O Agreement.

(e) Survival . The agreements in this Section 14 shall survive the termination of the Agreement and the repayment of all Secured Obligations.

SECTION 15 Binding Effect . This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company, Aron, each indemnified Person referred to in Section 14 , and their respective successors and assigns and shall bind any Person who becomes bound as a debtor to this Agreement.

SECTION 16 Governing Law . THIS AGREEMENT SHALL BE GOVERENED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.

SECTION 17 Submission to Jurisdiction . EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN ARTICLE 27 OF THE S&O AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE.

SECTION 18 Waiver of Jury Trial . EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT.

SECTION 19 Entire Agreement; Amendment . THE TERMS OF THIS AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS SET FORTH IN THIS AGREEMENT, AND NO REPRESENTATIONS OR WARRANTIES SHALL BE IMPLIED OR PROVISIONS ADDED IN THE ABSENCE OF A WRITTEN AGREEMENT TO SUCH EFFECT BETWEEN THE PARTIES. THIS AGREEMENT SHALL NOT BE AMENDED EXCEPT BY THE WRITTEN AGREEMENT OF THE PARTIES HERETO.

SECTION 20 Severability . If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

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SECTION 21 Counterparts . This Agreement may be executed by the parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.

SECTION 22 No Inconsistent Requirements . The Company acknowledges that this Agreement and the other Transaction Documents may contain covenants and other terms and provisions variously stated regarding the same or similar matters, and agrees that all such covenants, terms and provisions are cumulative and all shall be performed and satisfied in accordance with their respective terms.

SECTION 23 Termination . Upon termination of the S&O Agreement, the Master Agreement and the other Transaction Documents and the performance of the obligations thereunder, the security interests created by this Agreement shall terminate and Aron shall promptly execute and deliver to the Company such documents and instruments reasonably requested by the Company as shall be necessary to evidence the termination of all security interests given by the Company to Aron hereunder.

[Remainder of page intentionally left blank; signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

[Signature Page to Pledge and Security Agreement]

[Signature Page to Pledge and Security Agreement]

Exhibit 10.5

Execution Version

EQUITY PLEDGE AGREEMENT

THIS EQUITY PLEDGE AGREEMENT (this “ Agreement ”), dated as of June 1, 2015, is made between Hawaii Pacific Energy, LLC, a Delaware limited liability company (the “ Pledgor ”), and J. Aron & Company, a New York general partnership (“ Aron ”).

Reference is made to (i) the Supply and Offtake Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ S&O Agreement ”) between Aron and Hawaii Independent Energy, LLC, a Hawaii limited liability company (the “ Company ”), pursuant to which Aron has agreed to deliver Crude Oil to and purchase all Products from the Company upon and subject to the terms of the S&O Agreement and (ii) the ISDA Master Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Master Agreement ”) between Aron and the Company, including all schedules, annexes and exhibits thereto and all confirmations from time to time issued thereunder and subject thereto, pursuant to which Aron and the Company may from time to time enter into one or more transactions thereunder. It is a condition precedent to Aron’s obligations under the S&O Agreement and the Master Agreement that the Pledgor enter into this Agreement.

Accordingly, the parties hereto agree as follows:

(a) Terms Defined in S&O Agreement . Subject to Section 1(c) , all capitalized terms used in this Agreement (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the S&O Agreement.

(b) Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Books ” means all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for the Pledgor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral.

“ Collateral ” has the meaning specified in Section 2(a) .

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any event that with the giving of notice or the passing of time or both would be an Event of Default.

“ Event of Default ” means any (i) “Event of Default” under the S&O Agreement, (ii) “Event of Default” with respect to the Company under the Master Agreement or (iii) “Additional Termination Event” under the Master Agreement as to which the Company is the sole “Affected Party” as defined therein.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Insolvency Proceeding ” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under Debtor Relief Laws.

“ Investment Property ” means any of the Pledgor’s investment property, as such term is defined in Section 9-102 of the UCC.

“ Lien ” means any security interest, lien, encumbrance, charge or other claim of any nature.

“ Pledged Collateral ” means any and all (i) Pledged Membership Interests; (ii) warrants, options or other rights entitling the Pledgor to acquire any interest in the equity interests or other securities of the Company; (iii) securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, any of the foregoing; (iv) certificates and instruments now or hereafter representing or evidencing any of the foregoing; (v) rights, privileges, authority, power, interests and claims with respect to the foregoing, including under any and all related agreements, instruments and other documents; (vi) all other payments if any, due to or to become due to the Pledgor in respect of the Pledged Collateral, under or arising out of any organizational document of the Company or otherwise, whether as contractual obligations, damages, insurance proceeds, or otherwise; and (vii) cash and non-cash proceeds of any of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from time to time received or receivable by, or otherwise paid or distributed to or acquired by, the Pledgor.

“ Pledged Collateral Agreements ” has the meaning specified in Section 5(xi) .

“ Pledged Membership Interests ” means all of the limited liability company membership interests in the Company, whether certificated or uncertificated, now or hereafter owned by the Pledgor, including those identified in Schedule 2 (as amended or supplemented from time to time).

“ Proceeds ” means all proceeds, as such term is defined in Section 9-102 of the UCC.

“ Proceeds Account ” has the meaning set forth in Section 10(b) .

“ Secured Obligations ” means all obligations of the Company to Aron under or in connection with the S&O Agreement, the other Transaction Documents and the Master Agreement, including all fees due from the Company thereunder and all other amounts payable by the Company to Aron thereunder or in connection therewith, and, in each case, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including interest that accrues after the commencement by or against the Company of any Insolvency Proceeding naming such Person as the debtor in such proceeding.

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“ Transaction Documents ” has the meaning specified in the S&O Agreement.

“ UCC ” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York.

(c) Terms Defined in UCC . Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the UCC; provided , however , that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern.

(d) Interpretation . The rules of interpretation set forth in Section 1.2 of the S&O Agreement shall be applicable to this Agreement and are incorporated herein by this reference.

(a) Grant of Security Interest . As security for the payment and performance of the Secured Obligations, the Pledgor hereby grants to Aron a security interest in all of the Pledgor’s right, title and interest in, to and under all Pledged Collateral, wherever located and whether now existing or owned or hereafter acquired or arising (collectively, the “ Collateral ”).

(b) Pledgor Remains Liable . Anything herein to the contrary notwithstanding, (i) the Pledgor shall remain liable under any contracts, agreements and other documents included in the Collateral (including any Pledged Collateral Agreements), to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by Aron of any of the rights granted to Aron hereunder or under any other Transaction Document shall not release the Pledgor from any of its duties or obligations under any such contracts, agreements and other documents included in the Collateral, and (iii) Aron shall not have any obligation or liability under any such contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall Aron be obligated to perform any of the obligations or duties of the Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

(c) Continuing Security Interest . The Pledgor agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 23 .

(a) Financing Statements, Etc . The Pledgor hereby authorizes Aron to file at any time and from time to time any financing statements describing the Collateral, and the Pledgor shall execute and deliver to Aron, and the Pledgor hereby authorizes Aron to file (with or without the Pledgor’s signature) at any time and from time to time, all amendments to financing statements, continuation financing statements, termination statements, assignments, fixture filings, affidavits,

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reports, notices and all other documents and instruments, in form satisfactory to Aron, as Aron may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of Aron’s security interest in the Collateral and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, the Pledgor (i) ratifies and authorizes the filing by Aron of any financing statements filed with respect to the Collateral prior to the date hereof and (ii) shall from time to time take the actions specified in subsections (b)  and (c)  below.

(b) Delivery of Pledged Collateral . The Pledgor hereby agrees to deliver to or for the account of Aron, at the address and to the Person to be designated by Aron, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form satisfactory to Aron. If the Pledgor shall become entitled to receive or shall receive any Pledged Collateral after the date hereof, the Pledgor shall accept the foregoing as the agent for Aron, shall hold it in trust for Aron, shall segregate it from other property or funds of the Pledgor, and shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of Aron, at the address and to the Person to be designated by Aron, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to Aron.

(c) Transfer of Security Interest Other Than by Delivery . If for any reason Pledged Collateral cannot be delivered to or for the account of Aron as provided in subsection 3(b) , the Pledgor shall promptly take such other steps as may be necessary or as shall be reasonably requested from time to time by Aron to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to Aron pursuant to the UCC. To the extent practicable, the Pledgor shall thereafter deliver the Pledged Collateral to or for the account of Aron as provided in subsection 3(b) .

SECTION 4 Representations and Warranties . The Pledgor represents and warrants to Aron that:

(a) Existence, Power and Authority . The Pledgor is duly organized, validly existing and in good standing under the law of the jurisdiction of its organization and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

(b) Location of Chief Executive Office and Collateral . The Pledgor’s chief executive office and principal place of business (as of the date of this Agreement) is located at the address set forth in Schedule 1 , and all other locations (as of the date of this Agreement) where the Pledgor conducts business or Collateral is kept are set forth in Schedule 1 .

(c) Jurisdiction of Organization and Names . The Pledgor’s jurisdiction of organization is set forth in Schedule 1 ; and the Pledgor’s exact legal name is as set forth in the first paragraph of this Agreement. All trade names and trade styles under which the Pledgor presently conducts its business operations are set forth in Schedule 1 , and, except as set forth in Schedule 1 , the Pledgor has not, at any time in the past: (i) been known as or used any other corporate, trade or fictitious name; (ii) changed its name; (iii) been the surviving or resulting corporation in a merger or consolidation; or (iv) acquired through asset purchase or otherwise any business of any Person.

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(d) Collateral . The Pledgor has rights in or the power to transfer the Collateral, and the Pledgor is the sole and complete owner of the Collateral (or, in the case of after-acquired Collateral, at the time the Pledgor acquires rights in such Collateral, will be the sole and complete owner thereof), free from any Lien other than restrictions on transfer arising under the Company’s limited liability company operating agreement or under applicable state and federal securities laws.

(e) Enforceability; Priority of Security Interest . (i) This Agreement creates a security interest which is enforceable against the Collateral in which the Pledgor now has rights and will create a security interest which is enforceable against the Collateral in which the Pledgor hereafter acquires rights at the time the Pledgor acquires any such rights; and (ii) Aron has a perfected and first priority security interest in the Collateral, in which the Pledgor now has rights, and will have a perfected and first priority security interest in the Collateral in which the Pledgor hereafter acquires rights at the time the Pledgor acquires any such rights, in each case, securing the payment and performance of the Secured Obligations.

(f) Other Financing Statements . Other than (i) financing statements disclosed to Aron and (ii) financing statements in favor of Aron, no effective financing statement naming the Pledgor as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction.

(g) Pledged Membership Interests, and other Pledged Collateral . (i) All of the Pledged Membership Interests of the Pledgor have been, and upon issuance any additional Pledged Collateral consisting of Pledged Membership Interests or any other securities of the Pledgor, will be, duly and validly issued, subject to future assessments required under Applicable Law and any applicable operating agreement, (ii) the Pledgor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (iii) there are no restrictions on the transferability of the Pledged Collateral or such additional Pledged Collateral to Aron or with respect to the foreclosure, transfer or disposition thereof by Aron, except as provided under applicable securities or “Blue Sky” laws, (iv) the Pledged Membership Interests constitute 100% of the issued and outstanding membership interests of the Company, and no securities convertible into or exchangeable for any membership interests of the Company, are issued and outstanding, (v) any and all Pledge Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Membership Interests have been disclosed in writing to Aron, and (vi) as to each such Pledge Collateral Agreement relating to the Pledged Membership Interests, (A) such agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof, has not been amended or modified, and is in full force and effect in accordance with its terms, (B) to the best knowledge of the Pledgor, there exists no material violation or material default under any such agreement by the Pledgor or the other parties thereto, and (C) the Pledgor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such agreement.

SECTION 5 Covenants . So long as any of the Secured Obligations (other than contingent indemnification obligations) remain unsatisfied, the Pledgor agrees that:

(i) Defense of Collateral . The Pledgor will appear in and defend any action, suit or proceeding which may affect to a material extent its title to, or right or interest in, or Aron’s right or interest in, the Collateral.

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(ii) Preservation of Collateral . The Pledgor will do and perform all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Collateral.

(iii) Compliance with Laws, Etc . The Pledgor will comply in all material respects with all laws, regulations and ordinances, and all policies of insurance, relating in a material way to the possession, operation, maintenance and control of the Collateral.

(iv) Location of Chief Executive Office . The Pledgor will give at least 30 days’ prior written notice to Aron of any changes in the location of the Pledgor’s chief executive office or principal place of business.

(v) Maintenance of Records . The Pledgor will keep separate, accurate and complete Books with respect to the Collateral, disclosing Aron’s security interest hereunder.

(vi) Location of Books . The Pledgor will: (A) keep all Books pertaining to the Collateral at the locations set forth in Schedule 1 or at such other locations as may be disclosed in writing to Aron pursuant to clause (B) ; and (B) give Aron at least 30 days’ prior written notice of any change in the locations set forth in Schedule 1 .

(vii) Change in Name, Identity or Structure . The Pledgor will give at least 30 days’ prior written notice to Aron of (A) any change in its name, (B) any change in its jurisdiction of organization, (C) any change in its registration as an organization (or any new such registration); and (D) any changes in its identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; provided that the Pledgor shall not change its jurisdiction of organization to a jurisdiction outside of the United States.

(viii) Disposition of Collateral . The Pledgor will not surrender or lose possession of (other than to Aron), sell, lease, rent, or otherwise dispose of or transfer any of the Collateral or any other material asset of the Pledgor or any right or interest therein, except in the ordinary course of business or otherwise to the extent permitted by the Transaction Documents; provided that no such disposition or transfer of Investment Property or Instruments shall be permitted while any Event of Default exists.

(ix) Investment Property, Etc . Upon the request of Aron, the Pledgor will (A) promptly deliver to Aron, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all certificated securities with respect to any Investment Property and (B) cause any securities intermediaries to show on their books that Aron is the entitlement holder with respect to any Investment Property, and/or obtain control agreements in favor of Aron from such securities intermediaries, in form and substance satisfactory to Aron, with respect to any Investment Property, as reasonably requested by Aron.

(x) Notices, Reports and Information . The Pledgor will (A) notify Aron of any other modifications of or additions to the information contained in Schedule 1 ; (B) notify Aron of any material claim made or asserted against the Collateral by any Person and of any change in the

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composition of the Collateral or other event which could materially adversely affect the value of the Collateral or Aron’s Lien thereon; and (C) upon the reasonable request of Aron make such demands and requests for information and reports as the Pledgor is entitled to make in respect of the Collateral.

(xi) Shareholder Agreements and Other Agreements . (A) The Pledgor shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “ Pledged Collateral Agreements ”) to which it is a party and shall enforce all of its rights thereunder. (B) The Pledgor shall take all actions necessary to cause each such Pledged Collateral Agreement relating to the Pledged Membership Interests to provide specifically at all times that: (1) such Pledged Membership Interests shall be securities and shall be governed by Article 8 of the applicable UCC; (2) each certificate of membership or partnership representing such Pledged Membership Interests shall bear a legend to the effect that such membership interest or partnership interest is a security and is governed by Article 8 of the applicable UCC; and (3) no consent of any Person (other than the Pledgor, in its capacity as the sole member of the Company) shall be a condition to the admission as a member or partner of any transferee (including Aron) that acquires ownership of such Pledged Membership Interests as a result of the exercise by Aron of any remedy hereunder or under applicable law. (C) The Pledgor shall not vote to enable or take any other action to amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of organization or formation, operating agreement, bylaws or other organizational documents in any way that materially changes the rights of the Pledgor with respect to any such Pledged Collateral in a manner adverse to Aron or that adversely affects the validity, perfection or priority of Aron’s security interest therein.

(a) Pledged Collateral . Subject to the terms of the Transaction Documents, unless and until an Event of Default shall have occurred, the Pledgor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Collateral; provided , however , that, the Pledgor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by the Pledgor, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the request of Aron, upon the occurrence and during the continuance of any Event of Default, Aron shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by the Pledgor shall be held in trust for Aron and, in accordance with Aron’s instructions, remitted to Aron or deposited to an account with Aron in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, Aron shall have the right, upon the occurrence and during the continuance of an Event of Default, following prior

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written notice to the Pledgor, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if Aron were the absolute owner thereof; provided that Aron shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to the Pledgor or any other Person for any failure to do so or delay in doing so.

(b) Voting Prior to an Event of Default . Unless and until an Event of Default shall have occurred and be continuing, the Pledgor shall have the right to vote the Pledged Collateral held by the Pledgor and to give consents, ratifications and waivers in respect thereof, and shall retain the power to control the direction, management and policies of any Person comprising the Pledged Collateral to the same extent as the Pledgor would if such Pledged Collateral were not pledged to Aron pursuant to this Agreement; provided , however , that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of materially impairing the position or interest of Aron in respect of such Pledged Collateral or which would alter the voting rights with respect to the stock or other ownership interest in or of any such Person or be inconsistent with or violate any provision of this Agreement, the S&O Agreement, or any other Transaction Documents. If applicable, the Pledgor shall be deemed the beneficial owner of all such Pledged Collateral for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. Aron shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (b)  and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (b) .

(c) Certain Other Administrative Matters . Aron may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees (subject to the rights of the Pledgor specified in this Section 6 ). Aron shall at all times have the right to exchange uncertificated Pledged Collateral for certificated Pledged Collateral, and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement.

SECTION 7 Authorization; Aron Appointed Attorney-in-Fact . Aron shall have the right to, in the name of the Pledgor, or in the name of Aron or otherwise, without notice to or assent by the Pledgor, and the Pledgor hereby constitutes and appoints Aron (and any of Aron’s officers, employees or agents designated by Aron) as the Pledgor’s true and lawful attorney-in-fact, with full power and authority to:

(a) file any of the financing statements which must be filed to perfect or continue perfected, maintain the priority of or provide notice of Aron’s security interest in the Collateral;

(b) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral;

(c) receive, open and dispose of all mail addressed to the Pledgor;

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(d) assert, adjust, sue for, compromise or release any claims under any policies of insurance;

(e) enforce payment or any other rights in respect of the Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as Aron may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of Aron with respect to the Collateral;

(f) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral;

(g) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which Aron may deem necessary or advisable to maintain, protect, realize upon and preserve the Investment Property and Aron’s security interest therein; and

(h) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Pledgor, which Aron may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and Aron’s security interest therein and to accomplish the purposes of this Agreement.

Aron agrees that, except upon the occurrence and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights granted to Aron, pursuant to clauses (b)  through (g) . The foregoing power of attorney is coupled with an interest and irrevocable so long as the Secured Obligations have not been paid and performed in full. The Pledgor hereby ratifies, to the extent permitted by law, all that Aron shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7 .

SECTION 8 Aron Performance of Pledgor Obligations . Aron may perform or pay any obligation which the Pledgor has agreed to perform or pay under or in connection with this Agreement, and the Pledgor shall reimburse Aron on demand for any amounts paid by Aron pursuant to this Section 8 .

SECTION 9 Aron’s Duties . Notwithstanding any provision contained in this Agreement, Aron shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to the Pledgor or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of Collateral in Aron’s possession and the accounting for moneys actually received by Aron hereunder, Aron shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Collateral.

(a) Remedies . Upon the occurrence and during the continuance of any Event of Default, Aron shall have, in addition to all other rights and remedies granted to it in this Agreement, the

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S&O Agreement the Master Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other Applicable Law. Without limiting the generality of the foregoing, the Pledgor agrees that:

(i) Aron may peaceably and without notice enter any premises of the Pledgor, take possession of any Collateral, remove or dispose of all or part of the Collateral on any premises of the Pledgor or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or sue for all or any part of the Collateral, as Aron may determine.

(ii) Aron may require the Pledgor to assemble all or any part of the Collateral and make it available to Aron at any place and time designated by Aron.

(iii) Aron may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by Applicable Law).

(iv) Aron may sell, resell, lease, use, assign, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Pledgor’s assets, without charge or liability to Aron therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit or for future delivery without assumption of any credit risk, all as Aron deems advisable; provided , however , that the Pledgor shall be credited with the net proceeds of sale only when such proceeds are finally collected by Aron. Aron shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption, which right or equity of redemption the Pledgor hereby releases, to the extent permitted by law. Aron shall give the Pledgor such notice of any public or private sale as may be required by the UCC or other Applicable Law. The Pledgor recognizes that Aron may be unable to make a public sale of any or all of the Pledged Collateral, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and not with a view to any distribution thereof shall be considered a commercially reasonable sale.

(v) Aron shall not have any obligation to clean-up or otherwise prepare the Collateral for sale. Aron has no obligation to attempt to satisfy the Secured Obligations by collecting them from any other Person liable for them and Aron may release, modify or waive any Collateral provided by any other Person to secure any of the Secured Obligations, all without affecting Aron’s rights against the Pledgor. The Pledgor waives any right it may have to require Aron to pursue any third Person for any of the Secured Obligations. Aron may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Aron may sell the Collateral without giving any warranties as to the Collateral. Aron may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Aron sells any of the Collateral upon credit, the Pledgor will be credited only with payments actually made by the purchaser, received by Aron and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Aron may resell the Collateral and the Pledgor shall be credited with the proceeds of the sale.

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(b) Proceeds Account . To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated at such time as there may exist an Event of Default, Aron may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the “ Proceeds Account ”) created and maintained by Aron for such purpose until such time as Aron may elect to apply such proceeds to the Secured Obligations, and the Pledgor agrees that such retention of such proceeds by Aron shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by Aron, estimate the liquidated amount of any such contingent, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by Applicable Law. The Pledgor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, the Pledgor shall not have any right of withdrawal with respect to such funds. Accordingly, the Pledgor irrevocably waives until the termination of this Agreement in accordance with Section 23 the right to make any withdrawal from the Proceeds Account and the right to instruct Aron to honor drafts against the Proceeds Account.

(c) Application of Proceeds . The cash proceeds actually received from the sale or other disposition or collection of the Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be be treated as a “Termination Amount” under Article 20 of the S&O Agreement. Any surplus thereof which exists after payment and performance in full of the Secured Obligations shall be promptly paid over to the Pledgor or otherwise disposed of in accordance with the UCC or other Applicable Law. The Pledgor shall remain liable to Aron for any deficiency which exists after any sale or other disposition or collection of Collateral.

SECTION 11 Certain Waivers . The Pledgor waives, to the fullest extent permitted by law, (a) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Collateral or other collateral or security for the Secured Obligations; (b) any right to require Aron (i) to proceed against any Person, (ii) to exhaust any other collateral or security for any of the Secured Obligations, (iii) to pursue any remedy in Aron’s power, or (iv) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral; and (c) all claims, damages, and demands against Aron arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral.

SECTION 12 Notices . All notices or other communications hereunder shall be given in the manner specified and subject to the terms set forth in Article 27 of the S&O Agreement. Notices to Aron shall be given to the address specified in the S&O Agreement, and notices to the Pledgor shall be given to the address specified in Schedule 1 . Each of the Pledgor and Aron may change its address, facsimile number or email address for notices and other communications hereunder by notice to the other parties.

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SECTION 13 No Waiver; Cumulative Remedies . No failure on the part of Aron to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to Aron.

SECTION 14 Binding Effect . This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Pledgor, Aron, and their respective successors and assigns and shall bind any Person who becomes bound as a debtor to this Agreement.

SECTION 15 Governing Law . THIS AGREEMENT SHALL BE GOVERENED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.

SECTION 16 Submission to Jurisdiction . EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN SECTION 12 OF THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE.

SECTION 17 Waiver of Jury Trial . Each party waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement.

SECTION 18 Entire Agreement; Amendment . The terms of this Agreement constitute the entire agreement between the parties with respect to the matters set forth in this Agreement, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the parties. This Agreement shall not be amended except by the written agreement of the parties hereto.

SECTION 19 Suretyship Waivers by Pledgor .

The Pledgor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Secured Obligations and the Collateral, the Pledgor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as Aron may deem advisable. Aron shall have no duty as to the collection or protection of

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the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 9. The Pledgor further waives any and all other suretyship defenses.

SECTION 20 Severability . If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

SECTION 21 Counterparts . This Agreement may be executed by the parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.

SECTION 22 No Inconsistent Requirements . The Pledgor acknowledges that this Agreement and the other Transaction Documents may contain covenants and other terms and provisions variously stated regarding the same or similar matters, and agrees that all such covenants, terms and provisions are cumulative and all shall be performed and satisfied in accordance with their respective terms.

SECTION 23 Termination . Upon termination of the S&O Agreement, the Master Agreement, the other Transaction Documents and the performance of the obligations thereunder, the security interests created by this Agreement shall terminate and Aron shall promptly execute and deliver to the Pledgor such documents and instruments reasonably requested by the Pledgor as shall be necessary to evidence the termination of all security interests given by the Pledgor to Aron hereunder.

[Remainder of page intentionally left blank; signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

[Signature Page to Equity Pledge Agreement]

[Signature to Equity Pledge Agreement]

Exhibit 10.6

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

PARTIES TO DOCUMENT:

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

(This document serves as a Fixture Filing under Section 9-502 of the Hawaii Uniform Commercial Code)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “ Mortgage ”) is made as of this 1 ^st day of June, 2015, by HAWAII INDEPENDENT ENERGY, LLC , having its principal place of business at One Memorial City Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024, as mortgagor (together with its permitted successors and assigns, “ Mortgagor ”) for the benefit of J. ARON & COMPANY , a general partnership organized under the laws of New York, having an address at 200 West Street, New York, New York 10282-2198, as mortgagee (together with its successors and assigns, “Mortgagee” ). All capitalized terms not defined herein shall have the respective meanings set forth in the S&O Agreement (defined below).

RECITALS:

Reference is made to the (i) Supply and Offtake Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ S&O Agreement ”) between Mortgagor and Mortgagee, (ii) the ISDA Master Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Master Agreement ”) between Mortgagor and Mortgagee, including all schedules, annexes and exhibits thereto and all confirmations from time to time issued thereunder and subject thereto, (iii) Pledge and Security Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Security Agreement ”) between Mortgagor and Mortgagee, and (iv) the Environmental Indemnity Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Environmental Indemnity Agreement ”) by Mortgagor in favor of Mortgagee. Mortgagee has agreed to deliver Crude Oil and purchase all Products upon and subject to the terms of the S&O Agreement and may from time to time with Mortgagor enter into transactions subject to the Master Agreement. It is a condition precedent to Mortgagee’s obligations under the S&O Agreement and the Master Agreement that Mortgagor enter into this Mortgage.

Pursuant to the requirements of the S&O Agreement and the Master Agreement, Mortgagor is granting this Mortgage to create a lien on and a security interest in the Property (defined below) to secure the payment of all amounts due to Mortgagee in respect of the S&O Agreement, the Master Agreement and the other Transaction Documents, including, without limitation, the payment of the maximum amount of THREE HUNDRED TWENTY FIVE MILLION AND NO/100 DOLLARS ($325,000,000.00) (collectively, the “ Debt ”) and the performance by Mortgagor of the Secured Obligations (as defined in the Security Agreement) (hereinafter, the “ Secured Obligations ”).

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This Mortgage is given pursuant to the S&O Agreement and the Master Agreement, and payment, fulfillment, and performance of the obligations due thereunder and under the other Transaction Documents are secured hereby in accordance with the terms hereof.

Article 1 – G RANTS OF S ECURITY

Section 1.1. Property Mortgaged . In consideration of this Mortgage and the sum of TEN DOLLARS ($10.00) and other good and valuable consideration the receipt and sufficiency of which are acknowledged by Mortgagor, Mortgagor does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to Mortgagee and its successors and assigns in and to the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor (collectively, the “ Property ”):

(a) Land . The real property described in Exhibit A attached hereto and made a part hereof (collectively, the “ Land ”);

(b) Additional Land . All additional lands, estates and development rights hereafter acquired by Mortgagor for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Mortgage;

(c) Improvements . The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “ Improvements ”);

(d) Easements . All easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and the Improvements, and every part and parcel thereof, with the appurtenances thereto;

(e) Fixtures and Personal Property . All machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), furniture, software used in or to operate any of the foregoing and other property of every kind and nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “ Personal Property ”), and the right, title and interest of

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Mortgagor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “ Uniform Commercial Code ”), and all proceeds and products of the above;

(f) Leases and Rents . All leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to debts or debtors (“ Creditors Rights Laws ”) (collectively, the “ Leases ”) and all right, title and interest of Mortgagor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgagor or its agents or employees from any and all sources arising from or attributable to the Property, including, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgagor and proceeds, if any, from business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under any Creditors Rights Laws (collectively, the “ Rents ”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

(g) Insurance Proceeds . All insurance proceeds in respect of the Property under any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property (collectively, the “Insurance Proceeds” );

(h) Condemnation Awards . All condemnation awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of any taking or condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property (collectively, the “Awards” );

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(i) Tax Certiorari . All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;

(j) Rights . The right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Mortgagee in the Property;

(k) Agreements . All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunder;

(l) Intangibles . All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;

(m) Accounts . All reserves, escrows and deposit accounts maintained by Mortgagor with respect to the Property, including without limitation, the Accounts (as defined in the S&O Agreement) and all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof; together with all deposits or wire transfers made to such accounts and (I) all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof and (II) right, title and interest of Mortgagor arising from the operation of the Land and the Improvements in and to all payments for goods or property sold or leased or for services rendered, whether or not yet earned by performance, and not evidenced by an instrument or chattel paper (hereinafter collectively referred to as “ Accounts Receivable ”) including, without limiting the generality of the foregoing, (A) all accounts, contract rights, book debts, and notes arising from the Improvements or arising from the sale, lease or exchange of goods or other property and/or the performance of services, (B) Mortgagor’s rights to payment from any consumer credit/charge card organization or entities which sponsor and administer such cards as the American Express Card, the Visa Card and the Mastercard, (C) Mortgagor’s rights in, to and under all purchase orders for goods, services or other property, (D) Mortgagor’s rights to any goods, services or other property represented by any of the foregoing, (E) monies due to or to become due to Mortgagor under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services including the right to payment of any interest or finance charges in respect thereto (whether or not yet earned by performance on the part of Mortgagor), and (F) all collateral security and guaranties of any kind given by any person or entity with respect to any of the foregoing. Accounts Receivable shall include those now existing or hereafter created, substitutions therefor, proceeds (whether cash or non-cash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof, and any and all of the foregoing and proceeds therefrom (collectively, the “ Accounts ”);

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(n) Proceeds . All proceeds of any of the foregoing items set forth in subsections (a) through (m) including, without limitation, Insurance Proceeds and Awards, whether cash, liquidation claims (or other claims) or otherwise; and

(o) Other Rights . Any and all other rights of Mortgagor in and to the items set forth in subsections (a) through (n) above.

Section 1.2. A SSIGNMENT OF R ENTS . Mortgagor hereby absolutely and unconditionally assigns to Mortgagee all of Mortgagor’s right, title and interest in and to all current and future Leases and Rents; it being intended by Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Nevertheless, subject to the terms of the S&O Agreement, the Master Agreement and Section 8.1(h) of this Mortgage, Mortgagee grants to Mortgagor a revocable license to (i) collect, receive, use and enjoy the Rents, and Mortgagor shall hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, for use in the payment of such sums, and (ii) enforce the terms of the Leases.

Section 1.3. S ECURITY A GREEMENT . This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Property. By executing and delivering this Mortgage, Mortgagor hereby grants to Mortgagee, as security for the Secured Obligations, a security interest in the Personal Property to the full extent that the Personal Property may be subject to the Uniform Commercial Code.

Section 1.4. F IXTURE F ILING . Certain of the Property is or will become “fixtures” (as that term is defined in the Uniform Commercial Code) on the Land, and this Mortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall operate also as a financing statement filed as a fixture filing in accordance with the applicable provisions of said Uniform Commercial Code upon such of the Property that is or may become fixtures.

Section 1.5. C ONDITIONS TO G RANT . TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Mortgagee and its successors and assigns, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Mortgagor shall have performed all of its obligations at the time and in the manner provided in the S&O Agreement, the Master Agreement, the other Transaction Documents and this Mortgage, and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the S&O Agreement, the Master Agreement and the other Transaction Documents, these presents and the estate hereby granted shall cease, terminate and be void; provided however, that Mortgagor’s obligation to indemnify, defend, and hold harmless pursuant to the provisions hereof shall survive any such payment, performance, or release; provided further, that if Mortgagor shall perform the Secured Obligations and pay the cost of release hereof, Mortgagee shall promptly and properly execute and deliver such release to Mortgagor.

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Article 2 – D EBT AND O BLIGATIONS S ECURED

Section 2.1. O BLIGATIONS . This Mortgage and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the Secured Obligations, including, without limitation, the payment of the maximum amount of THREE HUNDRED TWENTY FIVE MILLION AND NO/100 DOLLARS ($325,000,000.00).

Section 2.2. P AYMENT OF D EBT . Mortgagor will pay the Debt at the time and in the manner provided in the S&O Agreement, the Master Agreement, the other Transaction Documents and this Mortgage.

Section 2.3. I NCORPORATION BY R EFERENCE . All the covenants, conditions and agreements contained in (a) the S&O Agreement, (b) the Master Agreement and (c) all and any of the other Transaction Documents, are hereby made a part of this Mortgage to the same extent and with the same force as if fully set forth herein.

Article 3 – P ROPERTY C OVENANTS

Mortgagor covenants and agrees that:

Section 3.1. I NSURANCE . Mortgagor shall obtain and maintain, or cause to be obtained and maintained, in full force and effect at all times insurance with respect to Mortgagor and the Property as required pursuant to the S&O Agreement.

Section 3.2. T AXES AND O THER C HARGES . Mortgagor shall pay all real estate and personal property taxes, assessments, water rates or sewer rents (collectively “Taxes” ), ground rents, maintenance charges, impositions (other than Taxes), and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property (collectively, “Other Charges” ), now or hereafter levied or assessed or imposed against the Property or any part thereof in accordance with the S&O Agreement.

Section 3.3. L EASES . Mortgagor shall not (and shall not permit any other applicable Person to) enter in any Leases for all or any portion of the Property unless in accordance with the provisions of the S&O Agreement or the other Transaction Documents.

Section 3.4. W ARRANTY OF T ITLE . Mortgagor has good, indefeasible, marketable and insurable title to the Property and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same. Mortgagor possesses an unencumbered fee simple absolute estate in the Land and the Improvements except for the permitted encumbrances set forth in Exhibit B attached hereto and made a part hereof (the “ Permitted Encumbrances ”), such other liens as are created by or permitted pursuant to the Security Agreement or any of the Transaction Documents. This Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances and the liens created by the Transaction Documents and (b)

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perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other liens as are permitted pursuant to the Transaction Documents and the liens created by the Transaction Documents. Mortgagor shall forever warrant, defend and preserve the title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all Persons whomsoever.

Section 3.5. M AINTENANCE OF P ROPERTY . Mortgagor shall cause the Property to be maintained in a good and safe condition and repair in all material respects, normal wear and tear excepted. Except as otherwise provided in the S&O Agreement, the Improvements and the fixtures shall not be removed, demolished or materially altered (except for normal replacement of the fixtures, tenant finish and refurbishment of the Improvements) without the consent of Mortgagee. Subject to and in accordance with the terms and conditions of the S&O Agreement, Mortgagor shall promptly repair, replace or rebuild, if applicable, any part of the Property which may be destroyed by any casualty or become damaged, worn or dilapidated or which may be affected by any condemnation.

Section 3.6. W ASTE . Mortgagor shall not commit or suffer any material waste of the Property or make any change in the use of the Property which reasonably might be expected to materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that reasonably might be expected to invalidate or allow the cancellation of any insurance policy, or do or permit to be done thereon anything that reasonably might be expected to in any way materially impair the value of the security of this Mortgage. Except as required by the laws of the State of Hawaii, Mortgagor will not, without the prior written consent of Mortgagee, permit any drilling or exploration for or extraction, removal or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof.

Section 3.7. O BSERVANCE O F L AWS . Mortgagor will duly observe and conform to all laws, rules and regulations made by any governmental authority, and all valid requirements of any regulatory body which may acquire jurisdiction, which apply or relate to any of the Property. If Mortgagor receives any notice that Mortgagor or the Property is in default under or is not in compliance with any of the foregoing laws, rules and regulations, or notice of any proceeding initiated under or with respect to any of the foregoing, Mortgagor will promptly inform Mortgagee and, upon request, furnish a copy of such notice to Mortgagee.

Section 3.8. C ONTINUATION OF E XISTENCE . Mortgagor will maintain in good standing its existence, franchises, licenses, permits, rights and privileges under the laws of the State of Hawaii and each jurisdiction where it transacts business, and will not dissolve, terminate or otherwise dispose (except as expressly permitted under the Transaction Documents), directly or indirectly or by operation of law, of all or substantially all of its assets.

Section 3.9. C ONDEMNATION . If the Property or any part thereof shall be condemned, Mortgagee may appear and defend any such suit and is hereby irrevocably authorized to collect all of the proceeds and apply the same upon any obligation secured hereby. All costs, expenses and reasonable attorneys’ fees paid or incurred by Mortgagee in the course of such proceedings shall constitute an advance hereunder.

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Notwithstanding any taking by eminent domain, alteration of the grade of any street or other injury to or decrease in value of the Property by any public or quasi- public authority or corporation, Mortgagor will continue to pay all sums hereby secured until an award or payment from such authority or corporation shall have been actually received by Mortgagee, and any reduction in any amounts owed resulting from the application by Mortgagee of such award or payment as hereinafter set forth shall be deemed to take effect only on the date of such receipt. Any such award or payment shall be applied in such proportions and priority as Mortgagee, in Mortgagee’s sole discretion, may elect, to the payment of any Secured Obligations on such terms as Mortgagee may specify, to be used for the sole purpose of altering, restoring or rebuilding any part of the Property which may have been altered, damaged or destroyed as a result of any such taking, alteration of grade or other injury to the Property. If, prior to the receipt by Mortgagee of such award or payment, the Property shall have been sold on foreclosure of this Mortgage, Mortgagee shall have the right to receive such award or payment to the extent of the Debt remaining unsatisfied after such sale of the Property, with legal interest thereon and reasonable attorneys’ fees, costs and disbursements incurred by Mortgagee in connection with the collection of such award or payment. Should all or any part of the Property be taken by eminent domain, Mortgagor hereby assigns to Mortgagee, and forthwith upon payment thereof will cause to be deposited with Mortgagee, the award for any Property so taken.

Section 3.10. R ESERVE F UND . If requested by Mortgagee, and upon the occurrence of an Event of Default, Mortgagor will pay to Mortgagee, until all Secured Obligations are fully paid, a sum equal to the real property taxes, assessments and insurance premiums applicable to the Property (all as estimated by Mortgagee), less all sums already paid therefor, divided by the number of months to elapse before one (1) month prior to the date when such taxes, assessments and premiums will become due and payable. Such sums shall be held by Mortgagee, without interest, to pay such taxes, assessments and premiums as and when the same shall become due and payable. If the total of such payments shall exceed the amount necessary to pay such taxes, assessments and premiums, such excess may, at Mortgagee’s option, be released to Mortgagor or applied on any indebtedness secured hereby or be credited by Mortgagee on subsequent payments to be made by Mortgagor. If, however, the total of such payments shall not be sufficient to pay such taxes, assessments and premiums when the same shall become due and payable, then Mortgagor shall pay to Mortgagee any amount necessary to make up the deficiency on or before the date when payment of such taxes, assessments and premiums shall be due. If at any time Mortgagor shall tender to Mortgagee, in accordance with the provisions hereof, full payment of the entire indebtedness secured hereby, Mortgagee shall, in computing the amount of indebtedness, credit to the account of Mortgagor any balance remaining in the funds accumulated under the provisions of this paragraph. If there be a default under the provisions of this Mortgage or any of the other Transaction Documents, and thereafter a sale of the premises in accordance with the provisions hereof, or if Mortgagee acquires the property otherwise after default, Mortgagee, at Mortgagee’s option, and at the time of the commencement of such proceeding, or at the time the property is otherwise acquired, may apply the balance then remaining in the funds accumulated under the provisions of this paragraph as a credit against any sums or charges secured hereby.

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Section 3.11. N O I MPAIRMENT OF V ALUE OF P ROPERTY : Z ONING . No building, Improvement, equipment, or other property now or hereafter covered by the lien of this Mortgage shall be removed, demolished or altered in such manner as to materially diminish the value of the Property, without the prior written consent of Mortgagee. Mortgagor shall not initiate, join in or consent to any change in any private restrictive covenant, land use classification, zoning ordinance or other public or private restrictions limiting or defining the use which may be made of the Property or any part thereof.

Section 3.12. R ESTORATION OF I MPROVEMENTS .

(a) Mortgagor will promptly, regardless whether the insurance proceeds, if any, shall be sufficient for the purpose, restore, replace, rebuild or reinstall any part of the buildings, structures, Improvements, and equipment now or hereafter constructed, placed or installed on the Property, which may be damaged or destroyed by any casualty whatsoever. Any such restoration, replacement, rebuilding or reinstallation of such buildings, structures, Improvements, or equipment shall be promptly commenced and diligently pursued to completion, shall be as nearly as possible to their value, condition and character immediately prior to such casualty, and shall be in accordance with plans and specifications, if any, approved by Mortgagee.

(b) In the event that any portion of the Property is so damaged, destroyed or lost, and such damage, destruction or loss is covered, in whole or in part, by insurance required to be maintained pursuant to this Mortgage or the other Transaction Documents, then: (i) Mortgagee may, but shall not be obligated to, make proof of loss if not made promptly by Mortgagor, and, during the continuance of an Event of Default, is hereby authorized and empowered by Mortgagor to settle, adjust or compromise any claims for damage, destruction or loss thereunder; (ii) each insurance company concerned is hereby authorized and directed to make payment therefor directly to Mortgagee; and (iii) Mortgagee shall apply the insurance proceeds, first, to reimburse Mortgagee for all reasonable costs and expenses, including adjustors’ and reasonable attorneys’ fees and disbursements, incurred in connection with the collection of such proceeds, and, second, subject to Applicable Law, the remainder of such proceeds shall be applied at Mortgagee’s option, in payment of all or any part of the obligations secured hereunder, in the order and manner determined by Mortgagee and whether or not the same may be due and payable (provided that, to the extent that any obligations shall remain outstanding after such application, such unpaid or unperformed obligations shall continue in full force and effect, and Mortgagor shall not be excused in the payment or performance thereof) or held by Mortgagee as part of its security, or to the cure of any then current Event of Default hereunder and, so long as there is no Event of Default, shall be subject to withdrawal by Mortgagor in installments on a cost to complete basis for the restoration, replacement, rebuilding or reinstallation, in whole or in part, of the portion of the Property so damaged, destroyed or lost; provided , however , that any insurance proceeds held by Mortgagee to be applied to the restoration, replacement, rebuilding or reinstallation of the Property shall be so held without payment or allowance of interest thereon, and shall be paid out from time to time upon compliance by Mortgagor with such provisions and requirements as may be reasonably imposed by Mortgagee, including Mortgagee’s receipt of appropriate certificates, opinions and other documents as required by Mortgagee, Mortgagee’s insurance consultant, and/or Mortgagee’s legal counsel. In the event that Mortgagor shall have received all or any portion of such insurance proceeds or any other proceeds in respect of such damage or destruction, Mortgagor, upon demand from Mortgagee, shall pay to Mortgagee an

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amount equal to the amount so received by Mortgagor, to be applied as Mortgagee shall have the right pursuant to clause (iii) of the immediately preceding sentence. Notwithstanding anything herein or at law or in equity to the contrary, none of the insurance proceeds or payments in lieu thereof paid to Mortgagee as herein provided shall be deemed trust funds, and Mortgagee shall be entitled to dispose of such proceeds as provided in this paragraph. Mortgagor expressly assumes all risk of loss, including a decrease in the use, enjoyment or value, of the Property, from any casualty whatsoever, whether or not insurable or insured against.

Article 4 – F URTHER A SSURANCES

Section 4.1. C OMPLIANCE WITH S&O A GREEMENT . Mortgagor shall comply with all covenants set forth in the S&O Agreement, the Master Agreement and the other Transaction Documents relating to acts or other further assurances to be made on the part of Mortgagor in order to protect and perfect the lien or security interest hereof upon, and in the interest of Mortgagee in, the Property.

Section 4.2. A UTHORIZATION TO F ILE F INANCING S TATEMENTS ; P OWER OF A TTORNEY . Mortgagor hereby authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, as applicable to all or part of the Property and as necessary or required in connection herewith. For purposes of such filings, Mortgagor agrees to furnish any information requested by Mortgagee promptly upon request by Mortgagee. Mortgagor also ratifies its authorization for Mortgagee to have filed any like initial financing statements, amendments thereto or continuation statements, if filed prior to the date of this Mortgage. Mortgagor hereby irrevocably constitutes and appoints Mortgagee and any officer or agent of Mortgagee, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Mortgagor or in Mortgagor’s own name to execute in Mortgagor’s name any such documents and otherwise to carry out the purposes of this Section 4.2, to the extent that Mortgagor’s authorization above is not sufficient and Mortgagor fails or refuses to promptly execute such documents. To the extent permitted by law, Mortgagor hereby ratifies all acts said attorneys-in-fact have lawfully done in the past or shall lawfully do or cause to be done in the future by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Section 4.3. C HANGE IN T AX , D EBT , C REDIT AND D OCUMENTARY S TAMP L AWS .

(a) If any law is enacted or adopted or amended after the date of this Mortgage which deducts all or any portion of the Debt from the value of the Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Mortgagee’s interest in the Property, Mortgagor will pay the tax, with interest and penalties thereon, if any (provided that nothing hereunder shall require Mortgagor to pay any income tax imposed on Mortgagee by reason of its interest in the Property). If Mortgagee is advised in writing by counsel chosen by it that the payment of tax by Mortgagor would be unlawful or taxable to Mortgagee or unenforceable or provide the basis for a defense of usury then, Mortgagee shall have the option, by written notice of not less than one hundred eighty (180) days (but not more than two hundred forty (240) days) after providing Mortgagor with a copy of such written advice of counsel, to declare the Debt immediately due and payable.

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(b) Mortgagor will not claim or demand or be entitled to any credit or credits on account of the Debt for any taxes or other charges assessed against the Property, or any part thereof; and no deduction shall otherwise be made or claimed from the assessed value of the Property, or any part thereof, for real estate tax purposes by reason of this Mortgage or the Debt. If such claim, credit or deduction shall be required by law, Mortgagee shall have the option, by written notice of not less than one hundred eighty (180) days, to declare the Debt immediately due and payable.

(c) If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to the Transaction Documents or impose any other tax or charge on the same, Mortgagor will pay for the same, with interest and penalties thereon, if any.

Section 4.4. S EVERING OF M ORTGAGE . This Mortgage may, at any time until the same shall be fully paid and satisfied, at the sole election of Mortgagee, be severed into two or more mortgages in such denominations as Mortgagee shall determine in its sole discretion, each of which shall cover all or a portion of the Property to be more particularly described therein. To that end, Mortgagor, upon written request of Mortgagee, shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by the then owner of the Property, to Mortgagee and/or its designee or designees substitute mortgages in such principal amounts, aggregating not more than the then unpaid principal amount of this Mortgage, and containing terms, provisions and clauses similar to those contained herein and in such other documents and instruments as may be required by Mortgagee.

Section 4.5. R EPLACEMENT D OCUMENTS . Upon receipt of an affidavit of an officer of Mortgagee as to the loss, theft, destruction or mutilation of any Transaction Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Transaction Document, Mortgagor will issue, in lieu thereof, a replacement Transaction Document, dated the date of such lost, stolen, destroyed or mutilated Transaction Document in the same principal amount thereof and otherwise of like tenor.

Article 5 – D UE O N S ALE /E NCUMBRANCE

Section 5.1. N O S ALE /E NCUMBRANCE . Except in accordance with the express terms and conditions contained in this Mortgage, the S&O Agreement, the Master Agreement and the other Transaction Documents, Mortgagor shall not cause or permit a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a direct or indirect legal or beneficial interest in the Property or any part thereof, by Mortgagor, any constituent owner or other holder of a direct or indirect equity interest in Mortgagor, any indemnitor or other guarantor of the Debt, any constituent owner or other holder of a direct or indirect equity interest in such indemnitor or guarantor, any manager or operating lessee of the Property that is affiliated with Mortgagor or any constituent owner or other holder of a direct or indirect equity interest in such manager or such operating lessee.

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Section 5.2. M ORTGAGEE R ELIANCE . Mortgagor acknowledges that Mortgagee has examined and relied on the experience of Mortgagor and its respective general partners, members, principals and (if Mortgagor is a trust) beneficial owners in owning and operating properties such as the Property in agreeing to enter into the transactions, and will continue to rely on Mortgagor’s ownership of the Property as a means of maintaining the value of the Property as security for the performance of the Secured Obligations. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Property so as to ensure that, should Mortgagor default in the performance of the Secured Obligations, Mortgagee can recover on the Secured Obligations by a sale of the Property.

Article 6 – R ELEASE OF P ROPERTY

Section 6.1. R ELEASE OF P ROPERTY . Mortgagor shall not be entitled to a release of any portion of the Property from the lien of this Mortgage except in accordance with terms and conditions of this Mortgage, the S&O Agreement, the Master Agreement and the other Transaction Documents.

Article 7 – D EFAULT

Section 7.1. E VENT OF D EFAULT . The term “ Event of Default ” as used in this Mortgage shall have the meaning assigned to such term in the Security Agreement.

Article 8 – Rights And Remedies Upon Default

Section 8.1. R EMEDIES . Upon the occurrence and during the continuance of any Event of Default, Mortgagor agrees that Mortgagee may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Mortgagor and in and to the Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Mortgagee:

(a) declare the entire unpaid Debt to be immediately due and payable;

(b) institute proceedings, judicial or otherwise, for the complete foreclosure of this Mortgage under any applicable provision of law, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner;

(c) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Debt then due and payable, subject to the continuing lien and security interest of this Mortgage for the balance of the Debt not then due, unimpaired and without loss of priority;

(d) sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Mortgagor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law;

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(e) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in the S&O Agreement, the Master Agreement or the other Transaction Documents;

(f) seek and obtain the appointment of a receiver, trustee, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of Mortgagor, any guarantor or indemnitor under the Debt or any other Person liable for the payment of the Debt;

(g) the license granted to Mortgagor under Section 1.2 hereof shall automatically be revoked and Mortgagee may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Mortgagor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Mortgagor and its agents or servants wholly therefrom, and take possession of all books, records and accounts relating thereto and Mortgagor agrees to surrender possession of the Property and of such books, records and accounts to Mortgagee upon demand, and thereupon Mortgagee may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and form as Mortgagee deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Mortgagor with respect to the Property, whether in the name of Mortgagor or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents of the Property and every part thereof; (v) require Mortgagor to pay monthly in advance to Mortgagee, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Mortgagor; (vi) require Mortgagor to vacate and surrender possession of the Property to Mortgagee or to such receiver and, in default thereof, Mortgagor may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the Debt, in such order, priority and proportions as Mortgagee shall deem appropriate in its sole discretion after deducting therefrom all expenses (including reasonable attorneys’ fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, insurance and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Mortgagee, its counsel, agents and employees;

(h) apply any sums then deposited or held in escrow or otherwise by or on behalf of Mortgagee in accordance with the terms of the S&O Agreement and the Master Agreement, this Mortgage or any other Transaction Document and/or the Accounts to the payment of the following items in any order in its sole discretion: (i) Taxes and Other Charges; (ii) insurance premiums; (iii) interest on the unpaid principal balance of the Debt; (iv) payment of the unpaid amount of the Debt; (v) all other sums payable pursuant to the S&O Agreement, the Master Agreement, this Mortgage and the other Transaction Documents, including without limitation advances made by Mortgagee pursuant to the terms of this Mortgage;

(i) surrender the insurance policies maintained pursuant to the S&O Agreement, collect the unearned insurance premiums for such insurance policies and apply such sums as a credit on the Debt in such priority and proportion as Mortgagee in its discretion shall deem

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proper, and in connection therewith, Mortgagor hereby appoints Mortgagee as agent and attorney-in-fact (which is coupled with an interest and is therefore irrevocable) for Mortgagor to collect such insurance premiums;

(j) apply the undisbursed balance of any deposit made by Mortgagor with Mortgagee in connection with the restoration of the Property after a casualty thereto or condemnation thereof, together with interest thereon, to the payment of the Debt in such order, priority and proportions as Mortgagee shall deem to be appropriate in its discretion; and/or

(k) pursue such other remedies as Mortgagee may have under applicable law.

In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of the Property, this Mortgage shall continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. Notwithstanding the provisions of this Section to the contrary, if any Event of Default as described in Section 19.1(d) of the S&O Agreement shall occur with respect to Mortgagor, the entire unpaid Debt shall be automatically due and payable, without any further notice, demand or other action by Mortgagee.

Section 8.2. A PPLICATION OF P ROCEEDS . Upon the occurrence and during the continuance of any Event of Default, the purchase money, proceeds and avails of any disposition of the Property (or any part thereof) and any other sums collected by Mortgagee pursuant to this Mortgage or the other Transaction Documents may, in each case, be applied by Mortgagee to the payment of the Debt in such order, priority and proportions as Mortgagee in its sole discretion shall determine.

Section 8.3. R IGHT TO C URE D EFAULTS . Upon the occurrence and during the continuance of any Event of Default, Mortgagee may, but without any obligation to do so and without notice to or demand on Mortgagor and without releasing Mortgagor from any obligation hereunder, make any payment or do any act required of Mortgagor hereunder in such manner and to such extent as Mortgagee may deem necessary to protect the security hereof. Mortgagee is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this Mortgage or collect the Debt, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.3, shall constitute a portion of the Debt and shall be due and payable to Mortgagee upon demand. All such costs and expenses incurred by Mortgagee in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any such action or proceeding shall bear interest at the “Default Interest Rate” specified in the S&O Agreement, if any (the “ Default Rate” ), for the period after notice from Mortgagee that such cost or expense was incurred to the date of payment to Mortgagee. All such costs and expenses incurred by Mortgagee together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by this Mortgage and the other Transaction Documents and shall be immediately due and payable upon demand by Mortgagee therefor.

Section 8.4. A CTIONS AND P ROCEEDINGS . Mortgagee has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Mortgagor, which Mortgagee, in its discretion, decides should be brought to protect its interest in the Property.

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Section 8.5. R ECOVERY OF S UMS R EQUIRED T O B E P AID . Mortgagee shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Debt as the same become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of Mortgagee thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Mortgagor existing at the time such earlier action was commenced.

Section 8.6. O THER R IGHTS , ETC .

(a) The failure of Mortgagee to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Mortgage. Mortgagor shall not be relieved of Mortgagor’s obligations hereunder by reason of (i) the failure of Mortgagee to comply with any request of Mortgagor or any guarantor or indemnitor with respect to the S&O Agreement or the Master Agreement to take any action to foreclose this Mortgage or otherwise enforce any of the provisions hereof or of the other Transaction Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property, or of any Person liable for the Debt or any portion thereof, or (iii) any agreement or stipulation by Mortgagee extending the time of payment or otherwise modifying or supplementing the terms of this Mortgage or the other Transaction Documents. It is agreed that the risk of loss or damage to the Property is on Mortgagor, and Mortgagee shall have no liability whatsoever for decline in the value of the Property, for failure to maintain the insurance policies required to be maintained pursuant to the S&O Agreement, or for failure to determine whether insurance in force is adequate as to the amount of risks insured. Possession by Mortgagee shall not be deemed an election of judicial relief if any such possession is requested or obtained with respect to any Property or collateral not in Mortgagee’s possession.

(b) Mortgagee may resort for the payment of the Debt to any other security held by Mortgagee in such order and manner as Mortgagee, in its discretion, may elect. Mortgagee may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Mortgagee thereafter to foreclose this Mortgage. The rights of Mortgagee under this Mortgage shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Mortgagee shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision. Mortgagee shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity.

Section 8.7. R IGHT TO R ELEASE A NY P ORTION OF THE P ROPERTY . Mortgagee may release any portion of the Property for such consideration as Mortgagee may require without, as to the remainder of the Property, in any way impairing or affecting the lien or priority of this Mortgage, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the obligations hereunder shall have been reduced by the actual monetary consideration, if any, received by Mortgagee for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as Mortgagee may require without being accountable for so doing to any other lienholder. This Mortgage shall continue as a lien and security interest in the remaining portion of the Property.

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Section 8.8. R IGHT OF E NTRY . Upon reasonable notice to Mortgagor, Mortgagee and its agents shall have the right to enter and inspect the Property at all reasonable times.

Section 8.9. B ANKRUPTCY . (a) Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right to proceed in its own name or in the name of Mortgagor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Mortgagor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code.(b) If there shall be filed by or against Mortgagor a petition under the Bankruptcy Code and Mortgagor, as lessor under any Lease, shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Mortgagor shall give Mortgagee not less than ten (10) days’ prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Lease. Mortgagee shall have the right, but not the obligation, to serve upon Mortgagor within such ten-day period a notice stating that (i) Mortgagee demands that Mortgagor assume and assign the Lease to Mortgagee pursuant to Section 365 of the Bankruptcy Code and (ii) Mortgagee covenants to cure or provide adequate assurance of future performance under the Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall not seek to reject the Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Mortgagee of the covenant provided for in clause (ii) of the preceding sentence.

Section 8.10. S UBROGATION . If any or all of the proceeds of the Collateral (as defined in the Security Agreement) have been used to extinguish, extend or renew any indebtedness heretofore existing against the Property, then, to the extent of the funds so used, Mortgagee shall be subrogated to all of the rights, claims, liens, titles, and interests existing against the Property heretofore held by, or in favor of, the holder of such indebtedness and such former rights, claims, liens, titles, and interests, if any, are not waived but rather are continued in full force and effect in favor of Mortgagee and are merged with the lien and security interest created herein as cumulative security for the repayment of the Debt, the performance and discharge of the Secured Obligations.

Article 9 – I NDEMNIFICATIONS

Section 9.1. G ENERAL I NDEMNIFICATION . Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and unforeseeable consequential damages, of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defense) (collectively, the “ Losses ”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Mortgage, the Property or any interest therein or receipt of any rents; (b) any amendment to, or restructuring of, any Secured Obligation, or any Transaction Document, each to the extent required by Mortgagee; (c) any and all lawful action that may be

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taken by Mortgagee in connection with the enforcement of the provisions of the Transaction Documents, each to the extent required by Mortgagor, whether or not suit is filed in connection with same, or in connection with Mortgagor, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways: (f) any failure on the part of Mortgagor to perform or be in compliance with any of the terms of the Transaction Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Mortgage is made; (i) any failure of the Property to be in compliance with any legal requirements; (j) the enforcement by any Indemnified Party of the provisions of this Article 9; (k) any and all claims and demands whatsoever which may be asserted against Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Transaction Documents; (l) the payment of any commission, charge or brokerage fee to anyone claiming through Mortgagor which may be payable in connection with any Secured Obligation: or (m) any misrepresentation made by Mortgagor in any Transaction Document, except to the extent such Losses were caused solely as a result of the gross negligence or willful misconduct of any Indemnified Party. Any amounts payable to Mortgagee by reason of the application of this Section 9.1 shall become immediately due and payable and shall bear interest at the Default Rate. For purposes of this Article 9, the term “ Indemnified Parties ” means Mortgagee and any Person who is or will have been involved in the origination of the Secured Obligations, any Person in whose name the encumbrance created by this Mortgage is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in the Secured Obligations secured hereby (including, but not limited to, custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Secured Obligations secured hereby for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Secured Obligations, whether during the term of the Mortgage or as a part of or following a foreclosure of the Mortgage and any successors by merger, consolidation or acquisition of all or a substantial portion of Mortgagee’s assets and business).

Section 9.2. M ORTGAGE AND / OR I NTANGIBLE T AX . Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of any Transaction Document, but excluding any income, franchise or other similar taxes.

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Section 9.3. E RISA I NDEMNIFICATION . Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses) incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Mortgagee’s sole discretion, that Mortgagee may incur, directly or indirectly.

Section 9.4. D UTY TO D EFEND ; A TTORNEYS ’ F EES AND O THER F EES AND E XPENSES . In connection with any indemnification obligations of Mortgagor hereunder, upon written request by any Indemnified Party, Mortgagor shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in any such claim or proceeding include Mortgagor and any Indemnified Party and Mortgagor and such Indemnified Party shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Mortgagor, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party, provided that no compromise or settlement shall be entered without Mortgagor’s consent, which consent shall not be unreasonably withheld. Upon demand, Mortgagor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Article 10 – E NVIRONMENTAL H AZARDS

Section 10.1. E NVIRONMENTAL C OVENANTS . Mortgagor has provided representations, warranties and covenants regarding environmental matters set forth in the Environmental Indemnity (as defined in the Environmental Indemnity Agreement) and Mortgagor shall comply with the aforesaid covenants regarding environmental matters.

Article 11 – W AIVERS

Section 11.1. M ARSHALLING AND O THER M ATTERS . Mortgagor hereby waives, to the extent permitted by law, the benefit of all Applicable Laws now or hereafter in force regarding appraisement, valuation, stay, extension, reinstatement and redemption and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, Mortgagor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of each and every Person acquiring any interest in or title to the Property subsequent to the date of this Mortgage and on behalf of all Persons to the extent permitted by Applicable Laws.

Section 11.2. W AIVER OF N OTICE . To the extent permitted by applicable law, Mortgagor shall not be entitled to any notices of any nature whatsoever from Mortgagee except with respect to matters for which this Mortgage, the S&O Agreement or the Master Agreement

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specifically and expressly provides for the giving of notice by Mortgagee to Mortgagor and except with respect to matters for which Mortgagee is required by applicable law or regulation to give notice, and Mortgagor hereby expressly waives the right to receive any notice from Mortgagee with respect to any matter for which this Mortgage does not specifically and expressly provide for the giving of notice by Mortgagee to Mortgagor.

Section 11.3. W AIVER OF C OUNTERCLAIM . To the extent permitted by applicable law, Mortgagor hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Mortgagee arising out of or in any way connected with any of the Transaction Documents, or the Secured Obligations.

Section 11.4. S OLE D ISCRETION OF M ORTGAGEE . Whenever pursuant to this Mortgage, Mortgagee exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Mortgagee, the decision of Mortgagee to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall be made in good faith in the sole, reasonable discretion of Mortgagee and shall be final and conclusive.

Section 11.5. W AIVER OF T RIAL BY J URY . MORTGAGOR AND MORTGAGEE EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE TRANSACTION DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MORTGAGOR AND MORTGAGEE, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF MORTGAGOR AND MORTGAGEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY MORTGAGOR AND MORTGAGEE.

Section 11.6. W AIVER OF F ORECLOSURE D EFENSE . Mortgagor hereby waives any defense Mortgagor might assert or have by reason of Mortgagee’s failure to make any tenant or lessee of the Property a party defendant in any foreclosure proceeding or action instituted by Mortgagee.

Section 11.7. W AIVER OF S TATUTE OF L IMITATIONS . To the extent permitted by applicable law, Mortgagor hereby expressly waives and releases to the fullest extent permitted by law, the pleading of any statute of limitations as a defense to performance of its Secured Obligations.

Article 12 – N OTICES

Section 12.1. N OTICES . All notices or other written communications hereunder shall be delivered in accordance with the applicable terms and conditions of the S&O Agreement.

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Article 13 – A PPLICABLE L AW

Section 13.1. G OVERNING L AW . The provisions of this Mortgage regarding the creation, perfection and enforcement of the liens and security interests herein granted in respect of the Property shall be governed by and construed in accordance with the law of the State of Hawaii. All other provisions of this Mortgage shall be governed by the laws of the State of New York (including without limitation, Section 5-1401 of the General Obligations Law of the State of New York), without regard to choice of law provisions. To the fullest extent permitted by law, Mortgagor and Mortgagee agree to submit to jurisdiction and the laying of venue for any suit on this Mortgage in the State of New York.

Section 13.2. P ROVISIONS S UBJECT TO A PPLICABLE L AW . All rights, powers and remedies provided in this Mortgage may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Mortgage invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law. If any term of this Mortgage or any application thereof shall be invalid or unenforceable, the remainder of this Mortgage and any other application of the term shall not be affected thereby.

Article 14 – D EFINITIONS

Section 14.1. G ENERAL D EFINITIONS . Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Mortgage may be used interchangeably in singular or plural form and the word “Mortgagor” shall mean “each Mortgagor and any subsequent owner or owners of the Property or any part thereof or any interest therein,” the word “Mortgagee” shall mean “Mortgagee and any of Mortgagee’s successors and assigns,” the word “Property” shall include any portion of the Property and any interest therein, and the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Mortgagee in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder.

Article 15 – M ISCELLANEOUS P ROVISIONS

Section 15.1. N O O RAL C HANGE . This Mortgage, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Mortgagor, Mortgagee, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

Section 15.2. S UCCESSORS AND A SSIGNS . This Mortgage shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns forever.

Section 15.3. I NAPPLICABLE P ROVISIONS . If any term, covenant or condition of the S&O Agreement or this Mortgage is held to be invalid, illegal or unenforceable in any respect, the S&O Agreement and this Mortgage shall be construed without such provision.

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Section 15.4. H EADINGS , ETC . The headings and captions of various Sections of this Mortgage are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

Section 15.5. N UMBER AND G ENDER . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

Section 15.6. E NTIRE A GREEMENT . This Mortgage and the other Transaction Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, are superseded by the terms of this Mortgage and the other Transaction Documents.

Section 15.7. L IMITATION ON M ORTGAGEE ’ S R ESPONSIBILITY . No provision of this Mortgage shall operate to place any obligation or liability for the control, care, management or repair of the Property upon Mortgagee, nor shall it operate to make Mortgagee responsible or liable for any waste committed on the Property by the tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Nothing herein contained shall be construed as constituting Mortgagee a “mortgagee in possession.”

Article 16 – S TATE -S PECIFIC P ROVISIONS

Section 16.1. D EBTOR AND S ECURED P ARTY . Mortgagor is, for the purpose of this Mortgage, deemed to be the “debtor”, and Mortgagee is deemed to be the “secured party”, as those terms are used in the Uniform Commercial Code. The addresses of the secured party and the debtor are set forth in the initial paragraph of this Mortgage.

Section 16.2. P ROCUREMENT OF I NSURANCE . Pursuant to Hawaii Revised Statutes Section 431:13-104, Mortgagee may not make its entering into the contemplated transactions contingent upon the procuring of any insurance required by this Mortgage with an insurance company designated by Mortgagee or through a designated agent or procurer.

Section 16.3. P RINCIPLES OF C ONSTRUCTION . In the event of any inconsistencies between the terms and conditions of this Article 16 and the other terms and conditions of this Mortgage, the terms and conditions of this Article 16 shall control and be binding.

Section 16.4. R EMEDIES . Without limiting any other remedies available under the S&O Agreement, the Master Agreement, any other Transaction Document or under applicable law, upon the occurrence and during the continuance of any Event of Default, Mortgagee shall be entitled to exercise any remedies available under Hawaii Revised Statutes Chapter 667, as amended, including, without limitation, a power of sale foreclosure pursuant to such Chapter 667.

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IN WITNESS WHEREOF , this Mortgage has been executed by the undersigned as of the day and year first above written.

On this 21 day of May , 2015, before me, the undersigned notary public, personally appeared William Monteleone , to me personally known, who, being by me duly sworn, did say that such person is the Executive Vice President of Hawaii Independent Energy, LLC, a Hawaii limited liability company, and that the instrument was signed on behalf of the limited liability company by authority of its board of directors and William Monteleone acknowledged the instrument to be the free act and deed of the limited liability company.

(Notary Stamp or Seal)

Exhibit 10.7

Execution Version

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “ Agreement ”) made as of the 1st day of June, 2015 by HAWAII INDEPENDENT ENERGY, LLC, a Hawaii limited liability company, having an office at One Memorial City Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024 ( “Indemnitor” ) in favor of J. ARON & COMPANY, a New York general partnership, having an office at 200 West Street, New York, New York 10282-2198 (together with its successors and/or assigns, “ Indemnitee ”) and other Indemnified Parties (defined below).

RECITALS:

A. Reference is made to the (i) Supply and Offtake Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ S&O Agreement ”) between Indemnitor and Indemnitee, (ii) the ISDA Master Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Master Agreement ”) between Indemnitor and Indemnitee, including all schedules, annexes and exhibits thereto and all confirmations from time to time issued thereunder and subject thereto, (iii) Pledge and Security Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Security Agreement ”) between Indemnitor and Indemnitee, and (iv) the Mortgage and Security Agreement dated as of June 1, 2015 (as amended, modified, renewed or extended from time to time, the “ Mortgage ”) by Indemnitor in favor of Indemnitee. Capitalized terms not otherwise defined herein shall have the meaning set forth in the S&O Agreement. Indemnitee has agreed to deliver Crude Oil and purchase all Products upon and subject to the terms of the S&O Agreement and may from time to time with Indemnitor enter into transactions subject to the Master Agreement. It is a condition precedent to Indemnitee’s obligations under the S&O Agreement and the Master Agreement that the Indemnitor enter into this Agreement.

B. Pursuant to the requirements of the S&O Agreement, the Master Agreement, and the Mortgage, Indemnitor is providing the indemnification, representations, warranties, covenants and other matters described in this Agreement for the benefit of the Indemnified Parties.

C. Indemnitor is entering into this Agreement to induce Indemnitee to enter into the S&O Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor hereby represents, warrants, covenants and agrees for the benefit of the Indemnified Parties as follows:

1. ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES . Except as otherwise disclosed by that certain Phase I environmental report in respect of the Property (as defined in the Mortgage) delivered to Indemnitee (referred to below as the “ Environmental Report ”), a copy of which has been provided to Indemnitee, or as disclosed in Schedule 1 hereto, and subject in all respects to Indemnitor’s anticipated final binding settlement

with the United States Environmental Protection Agency and the United States Department of Justice and other applicable agencies or entities, if any, regarding alleged violations of the Clean Air Act related to the Indemnitor’s ownership and operation of the Refinery, (a) to Indemnitor’s knowledge, there are no Hazardous Substances (defined below) or underground storage tanks in, on, or under the Property, except those that are in material compliance with all applicable Environmental Laws (defined below) and with permits issued pursuant thereto; (b) to Indemnitor’s knowledge, there are no material past, present or threatened Releases (defined below) of Hazardous Substances in, on, under or from the Property which are reasonably anticipated to require material remedial action excepting such past Releases which have been remediated in accordance with Environmental Law; (c) to Indemnitor’s knowledge, there is no threat of any Release of Hazardous Substances migrating to the Property that would require remedial action by Indemnitor; (d) to Indemnitor’s knowledge, there is no past or present material non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property which has not been remediated in accordance with Environmental Law; (e) Indemnitor does not know of, and has not received, any written or oral notice or other communication from any Person (including but not limited to a governmental entity) relating to material Releases of Hazardous Substances or Remediation (defined below) thereof, of possible material liability of any Person pursuant to any Environmental Law, other material environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing or concerning whether any condition, use or activity on the Property or any adjacent property (to the extent same emanated from the Property) is in material violation of any Environmental Law; (f) Indemnitor has provided to Indemnitee all material written information relating to conditions in, on, under or from the Property that are known to Indemnitor and that are contained in files and records of Indemnitor, including but not limited to any material reports relating to Hazardous Substances in, on, under or from the Property and/or to the environmental condition of the Property; and (g) except as otherwise noted in the Environmental Report, the Property does not appear on and to Indemnitor’s knowledge has never been on the National Priorities List, or any active federal or state “superfund” or “superlien” list maintained by any local, state or federal agency or department.

2. ENVIRONMENTAL COVENANTS . Indemnitor covenants and agrees that: (a) its uses and operations of the Property shall comply in all material respects with all applicable Environmental Laws and permits issued pursuant thereto; (b) there shall be no Hazardous Substances known to Indemnitor in, on, or under the Property, except those that are in material compliance with applicable Environmental Laws and with permits issued pursuant thereto or that are being appropriately and timely addressed in accordance with Environmental Laws; (c) Indemnitor shall, at its sole cost and expense, comply with all reasonable written requests of the relevant authorities to (i) effectuate Remediation of any condition (including but not limited to a Release of a Hazardous Substance) in, on, under or from the Property; (ii) comply with any Environmental Law; and (iii) take any other reasonable action necessary or appropriate for protection of human health or the environment; and (d) Indemnitor shall immediately notify Indemnitee in writing of (A) any material Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards the Property and (B) any material non-compliance with any Environmental Laws related in any way to the Property.

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3. INDEMNIFICATION . Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under, on or above the Property; (d) any activity by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property to comply with any order of any governmental authority in connection with any Environmental Laws; (f) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (g) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (h) any acts of Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances at any facility or incineration vessel containing such or similar Hazardous Substances; (i) any acts of Indemnitor, any Person affiliated with any Indemnitor, and any tenant or other user of the Property (excepting any acts of any Indemnified Party) in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (j) any personal injury, wrongful death, or property or other damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; (k) the filing or imposition of any environmental lien against the Property, because of, resulting from, in connection with, or arising out of any of the matters referred to in subparagraphs (a) through (j) above; and (l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the S&O Agreement or the Mortgage, in each case, related to environmental matters. Notwithstanding the foregoing, Indemnitor shall not have any indemnification obligations to Indemnitee under this Agreement with respect to any Losses that have been adjudicated as final (and are not subject to appeal) as having arisen solely out of, or that Indemnitor can prove to the satisfaction of Indemnitee (determined in Indemnitee’s sole and absolute discretion) arose solely out of, Hazardous Substances in, on, under or about the Property that were not (i) present prior to

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the date that Indemnitee or its nominee acquired title to the Property (and in no event resulting from or relating to a condition existing or which may have existed prior to the date that Indemnitee or its nominee acquired title to the Property), whether by foreclosure, exercise of power of sale, acceptance of a deed-in-lieu of foreclosure, or otherwise and (ii) the result of any act or negligence of Indemnitor or any of Indemnitor’s affiliates, agents or contractors. Additionally, notwithstanding any other provision hereof, Indemnitor shall have no indemnification obligations to any Indemnified Party pursuant to this Agreement for any Losses caused by the gross negligence or willful misconduct of any Indemnified Party.

4. DUTY TO DEFEND AND ATTORNEYS AND OTHER FEES AND EXPENSES . Upon written request by any Indemnified Party, Indemnitor shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties with respect to matters that are indemnified pursuant to this Agreement. Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding, providing that no compromise or settlement shall be entered without Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

5. DEFINITIONS . As used in this Agreement, the following terms shall have the following meanings: The term “ Environmental Law ” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like relating to protection of occupational health or the environment, relating to Hazardous Substances, relating to liability for or costs of other actual or threatened danger to occupational health or the environment, including Hawaii Revised Statutes Chapters 342B to 342J, 342L and 342P (all as amended and including all regulations, permits and orders as issued thereunder). The term “ Environmental Law ” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. The term “ Environmental Law ” also includes, but is not limited to, any present and future federal, state and local laws, statutes ordinances, rules, regulations and the like: conditioning transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of the Property; requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; imposing conditions or requirements in connection with permits or

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other authorization for lawful activity; relating to nuisance, trespass or other causes of action related to the Property; and relating to wrongful death, personal injury, or property or other damage in connection with any physical condition or use of the Property.

The term “ Hazardous Substances ” includes but is not limited to any and all substances (whether solid, liquid or gas) defined, regulated, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact on human health or the environment, including but not limited to petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives. The foregoing shall be deemed to exclude substances of kinds and in amounts ordinarily and customarily used or stored in similar properties for the purposes of cleaning or other maintenance or operations, provided the same (i) have been and continue to be in compliance with all Environmental Laws, (ii) have not and do not result in contamination of the Property and (iii) have not had and do not otherwise have a Material Adverse Change.

The term “ Indemnified Parties ” includes Indemnitee, any Person in whose name the encumbrance created by the Mortgage is or will have been recorded, as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing.

The term “ Legal Action ” means any claim, suit or proceeding, whether administrative or judicial in nature.

The term “ Losses ” includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited to strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including but not limited to costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), in the case of each of the foregoing, of whatever kind or nature and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards.

The term “ Release ” with respect to any Hazardous Substance includes but is not limited to any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances.

The term “ Remediation ” includes but is not limited to any response, remedial, removal, or corrective action; any activity to clean up, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply with any Environmental Laws or with any permits issued pursuant thereto; any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to herein.

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6. UNIMPAIRED LIABILITY . The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the S&O Agreement, the Mortgage or any other Transaction Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the S&O Agreement, the Mortgage or any of the other Transaction Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the S&O Agreement, the Mortgage, or any of the other Transaction Documents limiting Indemnitee’s recourse to the Property, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the S&O Agreement, the Mortgage, or any of the other Transaction Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or condition contained in any of the other Transaction Documents by operation of law, Indemnitee’s voluntary act, or otherwise, or (vi) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s improper recording or filing of any thereof); and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

7. ENFORCEMENT . Indemnified Parties may enforce the obligations of Indemnitor without first resorting to or exhausting any security or collateral or without first having recourse to the S&O Agreement, the Mortgage, or any other Transaction Documents or any of the Property, through foreclosure proceedings or otherwise, provided, however, that nothing herein shall inhibit or prevent Indemnitee from foreclosing, or exercising any power of sale under, the Mortgage, or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the Debt (as defined in the Mortgage) of Indemnitor pursuant to the S&O Agreement, unless Indemnitee expressly elects in writing to make this Agreement additional collateral or security for the Debt of Indemnitor pursuant to the S&O Agreement, which Indemnitee is entitled to do in its sole and absolute discretion. It is not necessary for an Event of Default to have occurred pursuant to and as defined in the Security Agreement or the S&O Agreement for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the S&O Agreement, the obligations pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the S&O Agreement; Indemnitor is fully and personally liable for such obligations, and such liability is not limited to original or amortized principal balance of the Debt or the value of the Property.

8. SURVIVAL . The obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination or release of the Mortgage and any of the other Transaction Documents, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Mortgage, the payment in full of the indebtedness secured by the Mortgage, any bankruptcy or other debtor relief proceeding, and any other event whatsoever.

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9. INTEREST . Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within five (5) days of such demand therefor, shall bear interest at the Default Rate (as defined in the Mortgage).

10. SUBROGATION . Indemnitor shall take any and all reasonable actions, including institution of legal action against third parties, necessary or appropriate to obtain reimbursement, payment or compensation from such Persons responsible for the presence of any Hazardous Substances at, in, on, under or near the Property or otherwise obligated by law to bear the cost. Indemnified Parties shall be and hereby are subrogated to all of Indemnitor’s rights now or hereafter in such claims.

11. NOTICE OF LEGAL ACTIONS . Each party hereto shall, within five (5) Business Days of receipt thereof, give written notice to the other party hereto of (i) any notice, advice or other communication from any governmental entity or any source whatsoever with respect to Hazardous Substances on, from or affecting the Property, and (ii) any legal action brought against such party or related to the Property, with respect to which Indemnitor may have liability under this Agreement. Such notice shall comply with the provisions of Section 12 hereof.

12. NOTICES . All notices or other written communications hereunder shall be made in accordance with Article 27 of the S&O Agreement to the addresses noted above (or to such other addresses as may be specified in writing by any party hereto to the other parties hereto).

13. NO ORAL CHANGE . This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Indemnitor or any Indemnified Party, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

14. HEADINGS, ETC . The headings and captions of various paragraphs of this Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

15. NUMBER AND GENDER/SUCCESSORS AND ASSIGNS . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require. Without limiting the effect of specific references in any provision of this Agreement, the term “Indemnitor” shall be deemed to refer to each and every Person comprising an Indemnitor from time to time, as the sense of a particular provision may require, and to include the heirs, executors, administrators, legal representatives, successors and assigns of Indemnitor, all of whom shall be bound by the provisions of this Agreement, provided that no obligation of Indemnitor may be assigned except with the written consent of Indemnitee. Each reference herein to Indemnitee shall be deemed to include its successors and assigns. This Agreement shall inure to the benefit of Indemnified Parties and their respective successors and assigns forever.

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16. RELEASE OF LIABILITY . Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

17. RIGHTS CUMULATIVE . The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Indemnitee has under the Mortgage, the S&O Agreement or the other Transaction Documents or would otherwise have at law or in equity.

18. INAPPLICABLE PROVISIONS . If any term, condition or covenant of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

19. GOVERNING LAW . The governing law and related provisions set forth in Article 25 of the S&O Agreement (including, without limitation, any authorized agent provisions thereof) are hereby incorporated by reference as if fully set forth herein and shall be deemed fully applicable to Indemnitor hereunder.

20. MISCELLANEOUS . (a) Wherever pursuant to this Agreement (i) Indemnitee exercises any right given to it approve or disapprove, (ii) any arrangement or term is to be satisfactory to Indemnitee, or (iii) any other decision or determination is to be made by Indemnitee, the decision of Indemnitee to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Indemnitee, shall be in the sole and absolute discretion of Indemnitee and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.

(b) Wherever pursuant to this Agreement it is provided that Indemnitor pay any costs and expenses, such costs and expenses shall include, but not be limited to, reasonable legal fees and disbursements of Indemnitee, whether retained firms, the reimbursements for the expenses of the in-house staff or otherwise.

(c) If Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party hereunder shall be joint and several.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF , this Agreement has been executed by Indemnitor and is effective as of the day and year first above written.

[Signature Page to Environmental Indemnity]

Exhibit 10.8

Execution Version

FIFTH AMENDMENT TO DELAYED DRAW TERM LOAN

AND BRIDGE LOAN CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO DELAYED DRAW TERM LOAN AND BRIDGE LOAN CREDIT AGREEMENT (this “ Amendment ”) is dated as of June 1, 2015 (the “ Effective Date ”) by and among Par Petroleum Corporation, a Delaware corporation (the “ Borrower ”), the Guarantors party hereto (the “ Guarantors ” and together with the Borrower, each a “ Credit Party ” and collectively, the “ Credit Parties ”), the lenders party hereto (the “ Lenders ”) and Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Credit Parties, the Administrative Agent, and the Lenders entered into that certain Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of July 11, 2014 (as amended by that certain First Amendment thereto dated as of July 28, 2014 (the “ First Amendment ”), that certain Second Amendment thereto dated as of September 10, 2014 (the “ Second Amendment ”), that certain Third Amendment thereto dated as of March 11, 2015 (the “ Third Amendment ”), that certain Fourth Amendment thereto dated as of April 1, 2015 (the “ Fourth Amendment ”), and as may be further amended, amended and restated, modified, supplemented, extended, renewed, restated or replaced from time to time, the “ Credit Agreement ”);

WHEREAS, (i) HPE is a wholly-owned Subsidiary of the Borrower, (ii) Hawaii Independent Energy is a wholly-owned Subsidiary of HPE, and (iii) HPE and Hawaii Independent Energy are each designated as Excluded Subsidiaries under the Credit Agreement;

WHEREAS, Hawaii Independent Energy owns and operates a crude oil refinery located in Kapolei, Hawaii (the “ Refinery ”) for the processing and refining of crude oil and other feedstocks and the recovery therefrom of refined petroleum products;

WHEREAS, the Borrower desires that (i) Hawaii Independent Energy enter into that certain Supply and Offtake Agreement (the “ S&O Agreement ”), dated as of June 1, 2015, with J. Aron & Company, a New York general partnership (“ Aron ”), whereby Aron will deliver crude oil to Hawaii Independent Energy for use at the Refinery and Aron will purchase refined petroleum products produced therefrom upon and subject to the terms and conditions set forth in the S&O Agreement, (ii) Hawaii Independent Energy enter into that certain ISDA Master Agreement, dated as of June 1, 2015, with Aron in connection with the S&O Agreement, (iii) Hawaii Independent Energy enter into that certain Pledge and Security Agreement dated as of June 1, 2015, with Aron, pursuant to which Hawaii Independent Energy will grant a Lien on substantially all of its assets and pledge its Equity Interests in all of its Subsidiaries to Aron to secure the obligations of Hawaii Independent Energy under the S&O Transaction Documents (defined below), and (iv) HPE enter into that certain Equity Pledge Agreement, dated as of June 1, 2015, with Aron, pursuant to which HPE will pledge its Equity Interests in Hawaii Independent Energy to Aron to secure the obligations of Hawaii Independent Energy under the S&O Transaction Documents;

WHEREAS, effective as of the Effective Date, the Framework Agreement, the ABL Credit Agreement and all documents related to such foregoing agreements, respectively, will be terminated, all obligations thereunder (other than (i) contingent indemnification obligations as to which no claim has been made or notice has been given and (ii) certain amounts being held in escrow or other arrangements made to satisfy certain contingent payment obligations arising from the termination of the inventory arrangements with Barclays Bank PLC associated with the Framework Agreement) will be paid in full and all liens securing such obligations will be terminated, discharged and released;

WHEREAS, the Borrower has informed the Lenders of the foregoing S&O Transaction Documents and transactions related thereto and, in connection therewith, has requested that the Lenders (i) amend Section 6.25 of the Credit Agreement so that such provision does not prohibit Hawaii Independent Energy’s and HPE’s entry into the applicable S&O Transaction Documents to which each is a party and (ii) amend certain other provisions of the Credit Agreement in respect of such S&O Transaction Documents; and

WHEREAS, the Lenders have agreed to such amendments, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms . All capitalized terms used herein (including in the recitals hereto) shall have the respective meaning assigned to such terms in the Credit Agreement, unless otherwise defined herein.

2. Amendments to Credit Agreement .

(a) The following new defined terms are hereby added to Appendix I of the Credit Agreement in their appropriate alphabetical order:

‘“ Aron ” means J. Aron & Company, a New York general partnership.’

‘“ Equity Pledge Agreement ” means that certain Equity Pledge Agreement, dated as of June 1, 2015, between HPE and Aron, pursuant to which HPE pledges and grants a Lien to Aron on all of its right, title, and interest in and to all of the issued and outstanding Equity Interests issued by Hawaii Independent Energy, as may be amended, restated, supplemented or otherwise modified from time to time.’

‘“ Fifth Amendment ” means that certain Fifth Amendment to Delayed Draw Term Loan and Bridge Loan Credit Agreement, dated as of June 1, 2015, by and among the Borrower, the other Credit Parties thereto, the Lenders party thereto, and the Administrative Agent.’

‘“ Fifth Amendment Effective Date ” means June 1, 2015.’

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‘“ Fourth Amendment ” means that certain Fourth Amendment to Delayed Draw Term Loan and Bridge Loan Credit Agreement, dated as of April 1, 2015, by and among the Borrower, the other Credit Parties thereto, and the Lenders party thereto.’

‘“ HIE Pledge and Security Agreement ” means that certain Pledge and Security Agreement, dated as of June 1, 2015, between Hawaii Independent Energy and Aron, pursuant to which Hawaii Independent Energy grants a Lien on all of its assets and pledges its Equity Interests in all of its Subsidiaries to Aron to secure the obligations of Hawaii Independent Energy under the S&O Transaction Documents.’

‘“ Master Agreement ” means the ISDA Master Agreement, dated as of June 1, 2015, between Aron and Hawaii Independent Energy, including all schedules, annexes and exhibits thereto and all confirmations from time to time issued thereunder and subject thereto, as amended, restated, supplemented or otherwise modified from time to time.’

‘“ S&O Agreement ” means the Supply and Offtake Agreement dated as of June 1, 2015, between Aron and Hawaii Independent Energy, pursuant to which Aron has agreed to deliver crude oil to and to purchase all refined petroleum products from Hawaii Independent Energy upon and subject to the terms thereof, as amended, restated, supplemented or otherwise modified from time to time.’

‘“ S&O Transaction Documents ” means the S&O Agreement, the Master Agreement, the Equity Pledge Agreement, the HIE Pledge and Security Agreement and any other agreement or instrument contemplated by any of the foregoing agreements or executed in connection with any of the foregoing agreements, as may be from time to time be entered into by HPE, Hawaii Independent Energy or any other Excluded Subsidiary.’

(b) The definition of “Change in Control” in Appendix I of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Change in Control ” means that, for any reason (i) any Person or group (as defined in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) other than a Permitted Holder shall become the direct or indirect beneficial owner (as defined in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) of greater than 30% of the total voting power of all classes of capital stock then outstanding of Borrower entitled (without regard to the occurrence of any contingency) to vote in elections of directors of Borrower, (ii) any Credit Party ceases to own, either directly or indirectly, 100% of the Equity Interest in any wholly-owned Subsidiary (other than an Excluded Subsidiary) other than as a result of a sale of assets, other Disposition or merger permitted under Section 6.4; and (iii) the occurrence of a “Change of Control” (or similar defined term as defined in the JV Credit Agreement and/or in any of the following agreements) under the JV Credit Agreement, any of the S&O Transaction Documents, or the Bank of Hawaii Credit Agreement; provided however that for purposes of determining whether a Change in Control has occurred, transfers of Voting Securities by any Lender or an Affiliate of any Lender to a third party shall be disregarded.”

(c) The existing defined terms, “ABL Credit Agreement” and “Framework Agreement”, in Appendix I of the Credit Agreement are each hereby deleted, and each

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reference to any such defined term in the Credit Agreement or in any other Loan Document is hereby deleted and of no further force and effect, except for any such references that are of a historical nature and may be retained as the context may require.

(d) Section 6.25 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Section 6.25 Negative Pledge . The Borrower shall not, and shall not permit any of its Subsidiaries to, grant, create, assume or incur any Liens after the Closing Date, or suffer to exist any such Liens granted, created, assumed or incurred after the Closing Date, in each case, on or in respect of any of the Equity Interests issued by the Excluded Subsidiaries (whether now owned or hereafter acquired) other than (i) in connection with any Permitted Refinancing of any Debt of the Excluded Subsidiaries existing on the Closing Date or (ii) pursuant to the Equity Pledge Agreement and HIE Pledge and Security Agreement, in each case under this clause (ii), in effect on the Fifth Amendment Effective Date and provided that (A) none of the Credit Parties or any of their Subsidiaries (other than Excluded Subsidiaries) (x) are party to any of the S&O Transaction Documents, (y) are liable in any respect for any obligations under the S&O Transaction Documents or (z) have granted any liens in any of their assets to secure any of the obligations under the S&O Transaction Documents, (B) the collateral that secures the obligations under the S&O Transaction Documents is substantially the same as the collateral that secured the ABL Credit Agreement and the Framework Agreement and (C) the ABL Credit Agreement and Framework Agreement have been terminated, all obligations thereunder (other than (1) contingent indemnification obligations as to which no claim has been made or notice has been given and (2) certain amounts being held in escrow or other arrangements made to satisfy certain contingent payment obligations arising from the termination of the inventory arrangements with Barclays Bank PLC associated with the Framework Agreement) have been paid in full and all liens securing the obligations thereunder have been terminated, discharged and released, in each case, concurrently with the execution and delivery of the Master Agreement, the S&O Agreement, the Equity Pledge Agreement and HIE Pledge and Security Agreement.”

(e) Section 7.1(d) of the Credit Agreement is hereby amended and restated by replacing clauses (vi), (vii)  and (viii)  thereof in their entirety with the following text:

“(vi) the occurrence of an event of default under the S&O Agreement, the Master Agreement or any other S&O Transaction Document, provided, however, that if all events of default under any such foregoing S&O Transaction Documents are cured or waived, any Event of Default arising under this Section 7.1(d)(vi) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable; and (vii) the occurrence of an event of default under the Bank of Hawaii Credit Agreement, provided, however, that if all events of default under the Bank of Hawaii Credit Agreement are cured or waived, any Event of Default arising under this Section 7.1(d)(vii) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable;”

(f) Section 7.1(q) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Negative Pledge . If HPE or Koko’oha Investments, Inc. shall fail to perform or observe any term, agreement or covenant set forth in the Sections 3.1(c), 3.3(a) and/or 3.3(d) of the HPE Pledge Agreement;”

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3. Effect of this Amendment . Except as expressly amended hereby, the Credit Agreement and the other Loan Documents are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. Except as expressly set forth herein, the terms of this Amendment shall not be deemed (i) a waiver of any Default or Event of Default, (ii) a consent, waiver or modification with respect to any term, condition, or obligation of the Borrower or any other Credit Party in the Credit Agreement or any other Loan Document, (iii) a consent, waiver or modification with respect to any other event, condition (whether now existing or hereafter occurring) or provision of the Loan Documents or (iv) to prejudice any right or remedy which the Administrative Agent or any Lender may now or in the future have under or in connection with the Credit Agreement or any other Loan Document.

4. Conditions Precedent . This Amendment shall become effective upon the satisfaction of each of the conditions precedent set forth below unless any such condition is waived, in writing by the Lenders:

a) Documentation . The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance satisfactory to the Lenders:

i. this Amendment; and

ii. such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or the Lenders may reasonably request.

b) Payment of Fees . On the Effective Date, Borrower shall have paid the administrative agency amendment fee, in the amount separately agreed to between the Borrower and the Administrative Agent, to the Administrative Agent.

c) The ABL Credit Agreement and Framework Agreement have been terminated, all of the obligations (other than (i) contingent indemnification obligations as to which no claim has been made or notice has been given and (ii) certain amounts being held in escrow or other arrangements made to satisfy certain contingent payment obligations arising from the termination of the inventory arrangements with Barclays Bank PLC associated with the Framework Agreement) under the ABL Credit Agreement and Framework Agreement have been paid in full, and the liens securing such obligations have been or will be terminated, discharged and released, in each case, substantially concurrently with the execution and delivery of the Master Agreement, the S&O Agreement, the Equity Pledge Agreement and HIE Pledge and Security Agreement.

d) No Default . No event or condition exists that would constitute a Default or Event of Default before or after giving effect to this Amendment.

e) Representations and Warranties . The representations and warranties contained in Article IV of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to

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“materiality” or “Material Adverse Change” shall be true and correct in all respects) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct as of such earlier date or time).

5. Miscellaneous .

(a) Severability . If any provision of this Amendment is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be inapplicable to the extent of such invalidity without affecting the validity or enforceability of the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

(b) Entire Agreement . This Amendment shall be deemed to be a Loan Document and, together with the other Loan Documents and the agreements, documents and instruments contemplated hereby (excluding, for the avoidance of doubt, the S&O Transaction Documents), constitutes the entire understanding of the parties with respect to the subject matter hereof and thereof, and any other prior or contemporaneous agreements, whether written or oral, with respect hereto or thereto are expressly superseded hereby and thereby.

(c) Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or .pdf shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or .pdf also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

(d) Successors and Assigns . This Amendment shall be binding on and inure to the benefit of the parties hereto and their heirs, beneficiaries, successors and assigns.

(e) Governing Law; Venue; Jury Trial . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE CHOICE OF LAW AND VENUE PROVISIONS SET FORTH IN SECTION 10.12 OF THE CREDIT AGREEMENT, AND SHALL BE SUBJECT TO THE JURY TRIAL WAIVER SET FORTH IN SECTION 10.14 OF THE CREDIT AGREEMENT.

(f) Guarantors . Each Guarantor, for value received, hereby expressly consents and agrees to the Borrower’s execution and delivery of this Amendment, to the performance by the Borrower of its agreements and obligations hereunder and to the amendments set forth herein. This Amendment, the performance or consummation of any transaction or matter contemplated under this Amendment and all amendments set forth herein, shall not limit, restrict, extinguish or otherwise impair any Guarantor’s liability to the Administrative Agent and Lenders with respect to the payment and other performance

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obligations of such Guarantor pursuant to the Guarantees. Each Guarantor hereby ratifies, confirms and approves its Guarantee and acknowledges that it is unconditionally liable to the Administrative Agent and Lenders for the full and timely payment of the Guaranteed Obligations (on a joint and several basis with the other Guarantors). Each Guarantor hereby acknowledges that it has no defenses, counterclaims or set-offs with respect to the full and timely payment of any or all Guaranteed Obligations.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Fifth Amendment to Delayed Draw Term Loan and Bridge Credit Agreement as of the date first written above.

[Signature Page to Fifth Amendment]

[Signature Page to Fifth Amendment]

[Signature Page to Fifth Amendment]

[Signature Page to Fifth Amendment]