Vertex Energy, Inc. 8-K


Exhibit 10.13



 


 


 




daTED 1 April 2022


 


		(1)	Macquarie
                                            ENERGY NORTH AMERICA TRADING INC.



 


		(2)	VERTEX
                                            REFINING ALABAMA LLC



 


 


 


STORAGE
& SERVICES AGREEMENT


 


 







		



 



 




     


     


    

 


CONTENTS


 


SECTION


 




	1   	DEFINITIONS AND CONSTRUCTION	2
	 	1.1   	Definitions	2
	 	1.2   	Construction of Agreement	6
	2   	Term	7
	3   	Monthly Facilities Fee	7
	4   	USE AND Storage Rights OF MACQUARIE	7
	 	4.1   	Use and Storage	7
	 	4.2   	No Commingling	7
	5   	Title and Risk of LoSS	8
	6   	Custody and Use of Macquarie Property	8
	7   	RECEIPTS AND DELIVERIES OF CRUDE OIL AND PRODUCTS	8
	 	7.1   	Receipts and Deliveries	8
	 	7.2   	Accelerated Export Rights	9
	8   	STORAGE-RELATED services	10
	 	8.1   	Storage, Transport and Handling Services	10
	 	8.2   	Reporting Services	10
	 	8.3   	Other Services	12
	 	8.4   	Condition, Cleaning, Maintenance and Change of Service	13
	 	8.5   	Measurements	14
	9   	CONTRACT PERFORMANCE SERVICES	15
	10   	Inspection and Access Rights	17
	 	10.1   	Facilities	17
	 	10.2   	Audit	18
	 	10.3   	Completeness and Accuracy of Records	18
	11   	Inventory Loss AND DAMAGE	19
	12   	Insurance and Taxes	19
	 	12.1   	Insurance	19
	 	12.2   	Taxes	19
	13   	Compliance with Laws	19
	14   	Representations	20
	 	14.1   	Representations of the Company	20
	15   	FORCE MAJEURE	20
	16   	MISCELLANEOUS	21
	 	16.1   	Events of Default and Remedies	21
	 	16.2   	Required Permits	21
	 	16.3   	Environmental and Regulatory Matters	21
	 	16.4   	Relationship of the Parties	22
	 	16.5   	No Abandonment of Rights; Rights Cumulative	22
	17   	Indemnification	22
	 	17.1   	Indemnity of Company	22
	 	17.2   	No Third Party Rights; No Admission	23
	 	17.3   	Indemnification Procedures	23
	 	17.4   	Cumulative Remedy	23
	 	17.5   	Credit Support	23
	18   	Limitation on LIABILITY AND Damages	23
	19   	Confidentiality	24



 






    CONTENTS PAGE 1


     


    

 


	20   	Governing Law	24
	21   	Assignment	25
	22   	PLEDGE OVER MACQUARIE PROPERTY	25
	23   	Notices	25
	24   	Nature of Transaction and Relationship of Parties	25
	25   	Miscellaneous	26


 




    CONTENTS PAGE 2


     


    

 


THIS
STORAGE & SERVICES AGREEMENT (this “Agreement”) is dated 1 April 2022,


 


BETWEEN:


 


		(1)	Macquarie
                                            Energy North America Trading Inc. (“Macquarie”), a Delaware corporation,
                                            located at 500 Dallas Street, Suite 3300 Houston, Texas 77002, United States of America;
                                            and



 


		(2)	Vertex
                                            Refining Alabama LLC (the “Company”), a Delaware limited liability company,
                                            located at 1331 Gemini Street, Houston, Texas 77058, United States of America,



 


each
referred to individually as a “Party” or collectively as the “Parties”.


 


recitals


 


		(A)	WHEREAS,
                                            the Company owns and operates a Crude Oil refinery located in Mobile, Alabama (the “Refinery”)
                                            for the processing of Crude Oil (as defined below) and other feedstocks and the recovery
                                            therefrom of refined products;



 


		(B)	WHEREAS,
                                            it is contemplated that (a) on the Commencement Date (as defined below), Macquarie shall
                                            purchase from the Company all Crude Oil and Products (as defined below) then being stored
                                            at the Included Storage Locations (as defined below) and during the term of the Supply and
                                            Offtake Agreement (as defined below) (b) purchase from the Company certain Products produced
                                            by the Refinery during the term of the Supply and Offtake Agreement, (c) sell and deliver
                                            the Crude Oil and Products to the Company and certain customers of the Company pursuant to
                                            the terms of the Supply and Offtake Agreement, and (d) provide certain other financial accommodations
                                            to the Company based on Crude Oil and Products being stored at Company Storage Locations
                                            (as defined below) and otherwise being purchased and sold pursuant to the terms of the Supply
                                            and Offtake Agreement;



 


		(C)	WHEREAS,
                                            it is contemplated that during the term of the Supply and Offtake Agreement, (a) Macquarie
                                            will have title to and risk of loss of Crude Oil and Products while they are located in Included
                                            Storage Locations, and (b) the Company will have title and risk of loss of Crude Oil and
                                            Products while they are not in Included Storage Locations;



 


		(D)	WHEREAS,
                                            it is contemplated that in relation to the Supply and Offtake Agreement and the other Crude
                                            Oil and Products Agreements (as defined below), Macquarie shall have certain access, storage,
                                            usage and information rights in respect of the Facilities (as defined below) and Company
                                            Storage Locations for purposes of carrying out the transactions contemplated by the Crude
                                            Oil and Products Agreements;



 


		(E)	WHEREAS,
                                            it is contemplated that the Company shall undertake the role of service provider to Macquarie
                                            in connection with the performance of certain rights and obligations which Macquarie may
                                            have (i) under the Convenience Exchange Agreement (as defined below), and (ii) pursuant to
                                            any Positive Elections under the Tripartite Crude Supply Agreement and each Tripartite Product
                                            Offtake Agreements (each as defined below);



 


		(F)	WHEREAS,
                                            the Parent (as defined below) shall derive substantial benefit from the transactions contemplated
                                            hereby and by the other Transaction Documents (as defined below), and has agreed to guarantee
                                            all obligations of the Company hereunder and under the other Transaction Documents pursuant
                                            to the Guaranty; and



 


		(G)	WHEREAS,
                                            the Company and Macquarie desire to record the terms and conditions upon which Macquarie
                                            shall have access, storage, usage and information rights in respect of the Facilities and
                                            Company Storage Locations, and the Company shall serve as bailee and provider of services
                                            in respect of all Macquarie Property (as defined below) and owner and provider of services
                                            in respect of all Eligible Hydrocarbon Inventory (as defined below).



 


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:


 






    1


     


    

 


		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.


 


“Affiliate”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Applicable
Law” has the meaning given to it in the Supply and Offtake Agreement.


 


“Barrel”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Base
Agreements” has the meaning given to it in the Supply and Offtake Agreement.


 


“Best
Available Inventory Data” has the meaning given to it in the Supply and Offtake Agreement.


 


“Business
Day” has the meaning given to it in the Supply and Offtake Agreement.


 


“Commencement
Date” has the meaning given to it in the Supply and Offtake Agreement.


 


“Company”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Company
Product Inventory” has the meaning given to it in the Supply and Offtake Agreement.


 


“Company
Storage Location” has the meaning given to it in the Supply and Offtake Agreement.


 


“Contaminated”
or “Contamination” means contamination of any Crude Oil or Product to such an extent that the relevant Crude Oil or
Product is not (i) readily merchantable as, and/or (ii) requires reprocessing in order to be merchantable as, Crude Oil of the grade
or Product of the type and specification which would have been achievable prior to the Contamination.


 


“Contract
Performance Services” has the meaning given to it in Section 9.1, below.


 


“Convenience
Exchange Agreement” means the agreement between Macquarie, the Company and Equilon Enterprises LLC, dba Shell Oil Product US,
dated on or about the date of this Agreement for the delivery of certain Products by SOPUS to Macquarie, and the redelivery of an equivalent
quantity of Products by Macquarie to SOPUS, which contract arises in connection with the contract for the offtake of Regular CBOB, Premium
CBOB and ULSD between the Company and Equilon Enterprises LLC, dba Shell Oil Product US, dated 1 April 2022 and the associated Tripartite
Product Offtake Agreement.


 


“Convenience
Exchange Product” means Product at the Facilities which is Macquarie Property pursuant to the terms of the Convenience Exchange
Agreement.


 


“Crude
Delivery Point” has the meaning given to it in the Supply and Offtake Agreement.


 


“Crude
Intake Point” has the meaning given to it in the Supply and Offtake Agreement.


 


“Crude
Oil” has the meaning given to it in the Supply and Offtake Agreement.


 


“Crude
Oil and Products Agreements” means collectively the Inventory Sales Agreement, the Step-Out Inventory Sales Agreement, the
Required Storage and Transportation Agreements, the Lien Documents, the Master Agreement, the Interim Crude Supply Agreement, the Interim
Crude Supply Assignment Agreement, the Shell Crude Supply Agreement, the Tripartite Crude Supply Agreement, any Macquarie Crude Procurement
Contract, any Included Crude Sales Transaction, any Included Sales Transaction, any Included Product Purchase Transaction, any Tripartite
Product Offtake Agreement, the Convenience Exchange Agreement, the Supply and Offtake Agreement, any contract between Macquarie and a
third party for the delivery of Crude Oil to or from the Refinery or the delivery of Products to or from the Refinery and the Tripartite
Communications Side Letter.


 






    2


     


    

 


“Crude
Storage Tanks” has the meaning given to it in the Supply and Offtake Agreement.


 


“Customer”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Default”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Delivery
Date” has the meaning given to it in the Supply and Offtake Agreement.


 


“Delivery
Month” has the meaning given to it in the Supply and Offtake Agreement.


 


“Delivery
Period” has the meaning specified in Section 7.2.2.


 


“Eligible
Hydrocarbon Inventory” has the meaning given to it in the Supply and Offtake Agreement.


 


“Emergency”
means any event or circumstance which, in the reasonable judgment of the Company, could cause imminent harm or damage to or Liabilities
under Applicable Law for, as applicable, any Person or any Person’s property, the environment or the Refinery.


 


“Ending
Company Product Inventory” has the meaning given to it in the Supply and Offtake Agreement.


 


“Ending
In-Tank Crude Inventory” has the meaning given to it in the Supply and Offtake Agreement.


 


“Ending
In-Tank Product Inventory” has the meaning given to it in the Supply and Offtake Agreement.


 


“Environmental
Law” has the meaning given to it in the Supply and Offtake Agreement.


 


“Event
of Default” means an occurrence and continuation of any one or more of the events or circumstances described in Section 20.1
of the Supply and Offtake Agreement.


 


“Facilities”
means collectively (i) the Refinery Facilities, and (ii) to the extent owned or operated by the Company, the Included Storage Locations.


 


“Final
Export Schedule” has the meaning specified in Section 7.2.1.


 


“Force
Majeure” has the meaning given to it in the Supply and Offtake Agreement.


 


“Governmental
Authority” has the meaning given to it in the Supply and Offtake Agreement.


 


“Guaranty”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Hazardous
Substances” has the meaning given to it in the Supply and Offtake Agreement.


 


“Hydrocarbons”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Included
Crude Sales Transaction” has the meaning given to it in the Supply and Offtake Agreement.


 


“Included
Product Locations” has the meaning given to it in the Supply and Offtake Agreement.


 


“Included
Product Purchase Transaction” has the meaning given to it in the Supply and Offtake Agreement.


 


“Included
Product Tanks” has the meaning given to it in the Supply and Offtake Agreement.


 






    3


     


    

 


“Included
Sales Transaction” has the meaning given to it in the Supply and Offtake Agreement.


 


“Included
Storage Locations” has the meaning given to it in the Supply and Offtake Agreement.


 


“Included
Tanks” has the meaning given to it in the Supply and Offtake Agreement.


 


“Indemnified
Party” has the meaning specified in Section 17.2.


 


“Indemnifying
Party” has the meaning specified in Section 17.2.


 


“Insurance
Proceeds” has the meaning specified in Section 11.3.


 


“Insured
Risk” means a peril which (subject to the terms and conditions of the policy document) is insured against under Macquarie’s
cargo insurance.


 


"Interim
Crude Supply Agreement" has the meaning given to it in the Supply and Offtake Agreement.


 


"Interim
Crude Supply Assignment Agreement" has the meaning given to it in the Supply and Offtake Agreement.


 


“Intermediated
Product Offtake Contract” has the meaning given to it in the Supply and Offtake Agreement.


 


“Inventory
Sales Agreement” has the meaning given to it in the Supply and Offtake Agreement.


 


“Liabilities”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Lien”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Lien
Documents” has the meaning given to it in the Supply and Offtake Agreement.


 


“Macquarie
Crude Procurement Contract” has the meaning given to it in the Supply and Offtake Agreement.


 


“Macquarie
Extension” has the meaning given to it in Section 7.2.1(b).


 


“Macquarie
Group” means Macquarie and its Affiliates.


 


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


 


“Macquarie
Lender” has the meaning given to it in Section 22.


 


“Macquarie
Personnel” has the meaning given to it in Section 10.1.3.


 


“Macquarie
Property” means collectively any quantities of Crude Oil or Products that are owned by Macquarie from time-to-time pursuant
to the Crude Oil and Products Agreements and held in the Included Storage Locations; provided that, for the avoidance of doubt, Macquarie
Property does not include Sludge or hard bottoms.


 


“Master
Agreement” has the meaning given to it in the Supply and Offtake Agreement.


 


“Measured
Crude Quantity” has the meaning given to it in the Supply and Offtake Agreement.


 


“Measured
Product Quantity” has the meaning given to it in the Supply and Offtake Agreement.


 


“Monthly
Crude Facilities Fee” means, in respect of a calendar month, the aggregate Shell Capacity (in Barrels) of the tanks owned or
operated by the Company which were Crude Storage Tanks during that month, multiplied by $0.15 per Barrel.


 






    4


     


    

 


“Monthly
Product Facilities Fee” means, in respect of a calendar month, the aggregate Shell Capacity (in Barrels) of the tanks owned
or operated by the Company which were Included Product Tanks during that month, multiplied by $0.40 per Barrel.


 


“Monthly
True-Up Amount” has the meaning given to it in the Supply and Offtake Agreement.


 


“Negative
Election” means, in respect of the Tripartite Crude Supply Agreement and each Tripartite Product Offtake Agreement, an election
made by Macquarie which is not a Positive Election.


 


“Net
Storage Volume” has the meaning given to it in the Supply and Offtake Agreement.


 


“Non-Defaulting
Party” has the meaning given to it in the Supply and Offtake Agreement.


 


“Parent”
has the meaning given to it in the Supply and Offtake Agreement.


 


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


 


“Permitted
S&O Liens” has the meaning given to it in the Supply and Offtake Agreement.


 


“Person”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Positive
Election” means, in respect of the Tripartite Crude Supply Agreement and each Tripartite Product Offtake Agreement, an election
made by Macquarie to take an assignment of certain rights and obligations of the Company thereunder, but only in relation to a particular
calendar month or other period provided for therein.


 


“Product”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Product
Group” has the meaning given to it in the Supply and Offtake Agreement.


 


“Product
Linefill” has the meaning given to it in the Inventory Sales Agreement.


 


“Product
Supplier” has the meaning given to it in the Supply and Offtake Agreement.


 


“Products
Delivery Point” has the meaning given to it in the Supply and Offtake Agreement.


 


“Products
Intake Point” has the meaning given to it in the Supply and Offtake Agreement.


 


“Refinery”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Refinery
Facilities” means (i) all facilities located at the Refinery, and (ii) any associated or adjacent facility owned or operated
by the Company and used by the Company to carry out the terms of the Supply and Offtake Agreement, excluding Crude Storage Tanks and
Included Product Tanks.


 


“Representatives”
means, in respect of a Party, any of its or its Affiliates’ employees, representatives, contractors, sub-contractors of any tier
and service providers engaged in the performance of this Agreement.


 


“Required
Permits” has the meaning specified in Section 16.2.


 


“Required
Storage and Transportation Agreements” has the meaning given to it in the Supply and Offtake Agreement.


 


“Shell
Capacity” means, in respect of a tank, the shell capacity of that tank indicated in Schedule E of the Supply and Offtake Agreement.


 


“Shell
Crude Supply” has the meaning given to it in the Supply and Offtake Agreement.


 


“Shipping
Documents” means, in relation to a delivery of Crude Oil or Products, the (i) bills of lading or equivalent documents issued
by the carrier of Crude Oil or Product by vessel, barge, truck or pipeline, and (ii) to the extent in existence, certificates of quantity,
quality and origin.


 


“Sludge”
has the meaning given to it in the Supply and Offtake Agreement.


 






    5


     


    

 


“Step-Out
Inventory Sales Agreement” has the meaning given to it in the Supply and Offtake Agreement.


 


“Storage
Term” has the meaning specified in Section 2.1.


 


“Supply
and Offtake Agreement” means the supply and offtake agreement entered into between Macquarie and the Company dated on or about
the date of this Agreement.


 


“Tank
Bottoms” means Macquarie Property which cannot be pumped and recovered by means of the Facility’s fixed cargo pumps,
lines and suctions; provided that, “Macquarie Property” and “Tank Bottoms” shall not include Sludge or hard bottoms.


 


“Tank
Change of Service” has the meaning specified in Section 8.4.3(c).


 


“Tank
Maintenance” has the meaning specified in Section 8.4.3(c).


 


“Termination
Date” means the earlier to occur of (i) the date on which the Company or another Person assumes title to all Macquarie Property
at the Facilities pursuant to a Step-Out Inventory Sales Agreement or as otherwise agreed with Macquarie, and (ii) the date on which
Macquarie certifies that there is no Crude Oil or Product to which Macquarie has title within the Facilities, which certification shall
not be unreasonably withheld, conditioned or delayed.


 


“Third
Party Supplier” has the meaning given to it in the Supply and Offtake Agreement.


 


“Transaction
Documents” has the meaning given to it in the Supply and Offtake Agreement.


 


“Tripartite
Communications Side Letter” means the side letter entered into between the Company and Macquarie in relation to the Tripartite
Crude Supply Agreement and each Tripartite Product Offtake Agreement on or around the Commencement Date.


 


“Tripartite
Crude Supply Agreement” has the meaning given to it in the Supply and Offtake Agreement.


 


“Tripartite
Product Offtake Agreement” has the meaning given to it in the Supply and Offtake Agreement.


 


“UCC”
has the meaning given to it in the Supply and Offtake Agreement.


 


“Volume
Determination Procedures” has the meaning given to it in the Supply and Offtake Agreement.


 


		1.2	Construction
                                            of Agreement



 


		(a)	Unless
                                            otherwise specified, reference to, and the definition of any document (including this Agreement,
                                            as well as all schedules thereto or hereto) shall be deemed a reference to such document
                                            as may be, amended, restated, amended and restated, supplemented, revised or otherwise 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)	A
                                            reference to any Party to this Agreement or another agreement or document includes the Party’s
                                            permitted successors and assigns.



 






    6


     


    

 


		(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 actual Net Storage Volume, 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.



 


		(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.



 


		(k)	All
                                            references herein to “estimates” or “projections” are intended to
                                            be references to good faith statements with respect to future events, and are not to be construed
                                            as guarantees of future performance.



 


		(l)	Unless
                                            otherwise expressly stated herein, all references to “Schedules” shall mean and
                                            include such Schedules as they may be amended, revised or updated from time to time, as evidenced
                                            by written agreement of the Parties evidencing such revision, amendment or update (it being
                                            acknowledged hereby that the foregoing does not require any Party hereto to revise, amend
                                            or update any such Schedule).



 


		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



 


		2.1	This
                                            Agreement shall become effective on the Commencement Date and shall continue for period ending
                                            on the Termination Date (the “Storage Term”).



 


		3	Monthly
                                            Facilities Fee



 


		3.1	Macquarie
                                            shall pay to the Company the Monthly Crude Facilities Fee and the Monthly Product Facilities
                                            Fee on a monthly basis, on or before the fifth (5th) Business Day of each month with respect
                                            to the previous calendar month.



 


		3.2	Payment
                                            shall be made in accordance with the Supply and Offtake Agreement, and for the avoidance
                                            of doubt the Monthly Crude Facilities Fee and the Monthly Product Facilities Fee will form
                                            part of the calculation of the Monthly True-Up Amount in accordance with Schedule C of the
                                            Supply and Offtake Agreement.  



 


		4	USE
                                            AND Storage Rights OF MACQUARIE



 


		4.1	Use
                                            and Storage



 


		4.1.1	Without
                                            prejudice to Section 16.4, the Company shall grant to Macquarie during the Storage Term:
                                            the exclusive and uninterrupted license and right to use the Included Storage Locations which
                                            are Facilities on and subject to the terms of this Agreement, including the exclusive and
                                            uninterrupted license and right to inject, store and withdraw Crude Oil and Products (as
                                            applicable) in and from the Included Storage Locations which are Facilities.



 


		4.2	No
                                            Commingling



 


		4.2.1	The
                                            Company shall procure that (except to the extent expressly provided for in any Crude Oil
                                            and Products Agreement) no other Crude Oil, Products or other materials whatsoever shall
                                            be commingled with any Macquarie Property anywhere within the Facilities.



 






    7


     


    

 


		5	Title
                                            and Risk of LoSS



 


		5.1	Macquarie
                                            shall at all times retain title to and risk of loss of all Macquarie Property.



 


		5.1.1	The
                                            Company:



 


		(a)	agrees
                                            that it, its Affiliates and its and their Representatives shall not have any title to, interest
                                            in or (except to the extent provided for in the Supply and Offtake Agreement) right to dispose
                                            of Macquarie Property, and shall not (whether by act or omission):



 


		(i)	do
                                            anything that extinguishes or materially adversely affects Macquarie’s title to and
                                            interest in the Macquarie Property (or which would reasonably be expected to do the same);
                                            or



 


		(ii)	create
                                            or cause the creation of, or (to the extent arising by, through or under the Company or its
                                            Affiliates) suffer to exist, any Lien, other than Permitted S&O Liens, with respect to
                                            any Macquarie Property;



 


		(b)	waives
                                            any Lien it may have, or may at any time in the future have, over any Macquarie Property
                                            in accordance with the provisions of the UCC or pursuant to any other statutory or possessory
                                            lien or charge on or security interest in such Macquarie Property as might otherwise exist
                                            or arise under Applicable Law.



 


		(c)	Notwithstanding
                                            the proceeding Sections (a) and (b), nothing herein shall affect the Company’s right
                                            in the event of a Macquarie Extension to assert any Permitted S&O Liens and no rights
                                            in respect thereof are waived.



 


		5.1.2	In
                                            the event that the Company becomes aware of any actual, potential or alleged claim or Lien
                                            in relation to any Macquarie Property (other than a Permitted S&O Lien), the Company
                                            shall promptly notify Macquarie and shall do (and shall procure that its Affiliates and Representatives
                                            shall do) everything reasonably necessary to discharge such actual or alleged claim or Lien
                                            (including without limitation assisting Macquarie in the defense of any claim, counterclaim,
                                            appeal of any tier, application for interim relief or assertion of right or removal of any
                                            security).



 


		6	Custody
                                            and Use of Macquarie Property



 


		6.1	During
                                            the time any Macquarie Property and Eligible Hydrocarbon Inventory is within any Facilities,
                                            the Company shall be solely responsible for the care, custody and control of such Macquarie
                                            Property and Eligible Hydrocarbon Inventory and shall be solely responsible for compliance
                                            with all Applicable Law, including all Environmental Laws, pertaining to the pumping, unloading,
                                            receipt, movements, blending, transportation, storage, measuring, gauging, sampling, analysis,
                                            treatment, refining, loading, or delivery of and use of such Macquarie Property and Eligible
                                            Hydrocarbon Inventory.



 


		6.2	The
                                            Company shall hold all Macquarie Property in the Facilities solely as bailee.



 


		6.3	The
                                            Company shall not use (or permit any of its Affiliates or its or their Representatives or
                                            any other Person to use) any Macquarie Property or Eligible Hydrocarbon Inventory for any
                                            purpose except as may be permitted by this Agreement or any Crude Oil and Products Agreement.



 


		6.4	Without
                                            Macquarie’s express written agreement, the Company and its Representatives shall in
                                            no case (including for the purposes of undertaking cleaning, maintenance or repair) cause
                                            or permit the removal of Macquarie Property or Eligible Hydrocarbon Inventory from the Facilities
                                            except in accordance with the terms of this Agreement and any Crude Oil and Products Agreement.



 


		7	RECEIPTS
                                            AND DELIVERIES OF CRUDE OIL AND PRODUCTS



 


		7.1	Receipts
                                            and Deliveries



 


		7.1.1	The
                                            Company shall:



 


		(a)	receive
                                            Crude Oil and Products into the Facilities;



 


		(b)	deliver
                                            Crude Oil and Products from the Facilities; and



 






    8


     


    

 


		(c)	deliver
                                            and receive Crude Oil and Products within the Facilities,



 


at
such times and locations, and otherwise on such bases, as required by the terms of the Crude Oil and Products Agreements and any contractual
nomination or schedule delivered thereunder or pursuant thereto.


 


		7.1.2	Macquarie
                                            hereby agrees to each receipt or delivery of Crude Oil or Product (as applicable) in accordance
                                            with Section 7.1.1, provided that Macquarie, subject to the terms of the Supply and Offtake
                                            Agreement and the Crude Oil and Products Agreements, may at any time wholly or partially
                                            withdraw its agreement in respect of future receipts and deliveries by written notice to
                                            the Company.



 


		7.2	Accelerated
                                            Export Rights



 


		7.2.1	It
                                            is agreed that:



 


		(a)	following
                                            the occurrence and during the continuance of an Event of Default under the Supply and Offtake
                                            Agreement and if Macquarie is the Non-Defaulting Party; or



 


		(b)	in
                                            circumstances where the Supply and Offtake Agreement has expired or terminated for a reason
                                            other than an Event of Default and Macquarie has elected to proceed under Section 21.1(c)(iii)
                                            thereof (a “Macquarie Extension”),



 


Macquarie
shall have the right to submit a schedule (“Final Export Schedule”) for delivery to Macquarie and/or a nominated third
party, of all or any amount of Macquarie Property (including Tank Bottoms and Product Linefill) from any part of the Facilities.


 


		7.2.2	Each
                                            Final Export Schedule shall specify:



 


		(a)	the
                                            expected volumes and types of Macquarie Property to be delivered (which may be expressed
                                            as a percentage of the total volume of the relevant type of Macquarie Property);



 


		(b)	a
                                            period for delivery of such Macquarie Property ending on a date designated by Macquarie which
                                            is a date by which (i) Macquarie ought reasonably to be able to receive, and (ii) the Company
                                            ought reasonably to be able to deliver, the relevant Macquarie Property, in each case using
                                            commercially reasonable efforts and with as little disruption to the Refinery operations
                                            as possible in the circumstances, by pumping in the normal manner without having to employ
                                            any specialist equipment or personnel (save to the extent strictly necessary in the case
                                            of Tank Bottoms and Product Linefill) and without having to operate the Facilities in a manner
                                            which would contravene Applicable Law, Accepted Industry Practice or the terms of the Required
                                            Permits (“Delivery Period”).



 


		7.2.3	The
                                            Company shall promptly acknowledge receipt of any Final Export Schedule.



 


		7.2.4	The
                                            Company shall (i) use commercially reasonable efforts to ensure that deliveries of Macquarie
                                            Property pursuant to this Section 7 are effected during the Delivery Period without unreasonable
                                            delays or interruptions, and (ii) provide such services under Section 8 of this Agreement,
                                            or other assistance as may be requested by Macquarie, as are required to effect the delivery
                                            of Macquarie Property within the Delivery Period in a reasonable manner in light of the circumstances
                                            and the operational capabilities of the Company and the Facilities.



 


		7.2.5	Following
                                            a request for delivery of any amount of Macquarie Property under a Final Export Schedule,
                                            and unless Macquarie directs otherwise, the Company shall (subject to the operational capabilities
                                            of the Company and the Facilities and the requirements of Applicable Law, Accepted Industry
                                            Practice or the terms of the Required Permits) schedule delivery of the Macquarie Property
                                            such that it can be removed from the Facilities within the Delivery Period by pumping in
                                            the normal manner and without having to employ any specialist equipment or personnel (save
                                            to the extent strictly necessary in the case of Tank Bottoms and Product Linefill). To the
                                            extent reasonably necessary to procure redelivery on this basis, the Company shall procure
                                            the replacement of linefill and deadstocks in the Facilities and all costs and expense of
                                            doing so shall be, in the event of a Macquarie Extension, for Macquarie’s account and,
                                            otherwise, for the Company’s account.



 


		7.2.6	If
                                            the Final Export Schedule was submitted further to an Event of Default under the Supply and
                                            Offtake Agreement and, following reasonable notice and having been given reasonable opportunity
                                            to do so the Company fails to comply with a request to deliver any part of the Macquarie
                                            Property within the Delivery Period, then (but without prejudice to Macquarie’s remedies
                                            in relation to such failure) Macquarie may (at the Company’s cost and expense, but
                                            subject always to Section 10.1.3 and the terms of Applicable Law and the Required Permits)
                                            with or by such properly qualified employees, agents and contractors as it considers reasonably
                                            necessary, proceed to remove Macquarie Property from the Facilities in a safe, lawful and
                                            orderly fashion (which removal shall be confined to such actions as are necessary to receive
                                            delivery of the relevant Crude Oil and Products, and shall not for the avoidance of doubt
                                            include processing Crude Oil into Products, any works in order to reverse flow or modify
                                            any Crude Storage Tank or Included Product Tanks which are Facilities, or any action would
                                            contravene a Required Permit). The Company will (at its own cost and expense) ensure that
                                            Macquarie, its employees, agents and contractors are given such access and assistance by
                                            the Company as Macquarie requires for this purpose.



 






    9


     


    

 


		8	STORAGE-RELATED
                                            services



 


		8.1	Storage,
                                            Transport and Handling Services



 


During
the Storage Term, the Company shall in accordance with Accepted Industry Practice:


 


		8.1.1	operate
                                            the Facilities;



 


		8.1.2	keep
                                            the Facilities open for pumping, unloading, receipt, movements, blending, transportation,
                                            storage, measuring, gauging, sampling, analysis, treatment, refining, loading, or delivery
                                            of Macquarie Property and Eligible Hydrocarbon Inventory twenty-four (24) hours a day, seven
                                            (7) days a week, subject to permitted periods of maintenance or downtime affecting such Facilities;



 


		8.1.3	conduct
                                            (i) all pumping, unloading, receipt, movements, blending, transportation, storage, measuring,
                                            gauging, sampling, analysis, treatment, refining, loading, or delivery of Macquarie Property
                                            and Eligible Hydrocarbon Inventory at, within and from the Facilities, and (ii) other services,
                                            in accordance with this Agreement, the Supply and Offtake Agreement and the applicable Crude
                                            Oil and Products Agreements;



 


		8.1.4	provide
                                            Macquarie, each Third Party Supplier, each Product Supplier and each Customer, and its and
                                            their respective Representatives (as applicable), with such access to the loading racks,
                                            loading docks and other parts of the Facilities as is reasonably required for their role
                                            in the performance of each receipt or delivery of Crude Oil or Products required by the terms
                                            of a Crude Oil and Products Agreement and any contractual nomination or schedule thereunder;



 


		8.1.5	prevent
                                            any degradation of the quality of any Crude Oil that would adversely affect the merchantability
                                            of such Crude Oil or the Products refined therefrom;



 


		8.1.6	except
                                            for blending activities authorized in writing by Macquarie, store each grade of Product in
                                            separate Included Product Tanks and prevent any Contamination of one grade of Product by
                                            another, or any degradation of the quality of any Product that would adversely affect the
                                            merchantability of such Product;



 


		8.1.7	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 such Contamination, the Company may with
                                            (and on the terms of) Macquarie’s prior written consent (which shall not be unreasonably
                                            withheld, delayed or conditioned) reprocess, treat or condition any such Contaminated Crude
                                            Oil or Products to a merchantable condition;



 


		8.1.8	to
                                            the extent required, apply heat or steam to maintain the Macquarie Property and Eligible
                                            Hydrocarbon Inventory at the Facilities in a liquid free-flowing or pumpable state; and



 


		8.1.9	not
                                            do, or omit to do (or permit to be done or omitted by any of its Affiliates or its or their
                                            respective Representatives), anything that would reasonably be expected to (i) adversely
                                            affect the Macquarie Property or Eligible Hydrocarbon Inventory (or Macquarie’s title
                                            and interest in the same), or (ii) result in any Liabilities being incurred by Macquarie
                                            or its Affiliates.



 


		8.2	Reporting
                                            Services



 


		8.2.1	Daily
                                            Reporting



 






    10


     


    

 


		(a)	For
                                            each day during the Storage Term, the Company shall provide to Macquarie on the first Business
                                            Day following such day inventory reports in the form set forth on Schedule F to the Supply
                                            and Offtake Agreement, showing the quantity of (i) Crude Oil and Products held in the Included
                                            Storage Locations (including, in respect of Product, a breakdown of the volume of Convenience
                                            Exchange Product and non-Convenience Exchange Product), and (ii) Products that are Company
                                            Product Inventory, as of 11:59:59 p.m. CT on the previous day.



 


		(b)	For
                                            each day during the Storage Term the Company shall provide to Macquarie on the first Business
                                            Day following such day a complete set of Best Available Inventory Data in respect of the
                                            preceding day.



 


		(c)	Each
                                            Business Day the Company shall provide to Macquarie meter tickets and/or meter readings,
                                            and tank gauge readings confirming the Measured Crude Quantity for each of the Crude Storage
                                            Tanks for all Delivery Dates since the prior Business Day.



 


		(d)	For
                                            each Delivery Date, the Company shall provide to Macquarie on the first 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 (including a breakdown of the volume of Convenience Exchange Product and
                                            non-Convenience Exchange Product) and other such relevant information including but not limited
                                            to Product identifiers and the location of Products, aggregated on a Product Group basis.



 


The
Company shall use commercially reasonable efforts to deliver the reports, tickets, readings and other information provided for in Section
8.2.1 by 10:00 a.m. CT on the relevant Business Day but shall in any event deliver such reports, tickets, readings and other information
by no later than 12:00 pm CT on such Business Day.


 


		8.2.2	RAADICAL
                                            Platform.



 


		(a)	During
                                            the Storage Term, beginning on the thirty-first (31st) day after the Commencement Date, the
                                            Company irrevocably grants to Macquarie a right of real time access to the RAADICAL platform.



 


		(b)	During
                                            the first (1st) to thirtieth (30th) days after the Commencement Date,
                                            the Company shall use commercially reasonable efforts to provide an interim solution satisfactory
                                            to Macquarie (acting reasonably).



 


		8.2.3	Correction
                                            of Readings. If the Company determines that any meter tickets and/or meter readings and
                                            tank gauge readings provided pursuant to Section 8.2.1(c) above are inaccurate, the Company
                                            shall provide to Macquarie corrected meter tickets and/or meter readings and tank gauge readings
                                            by 10:00 a.m. CT on the third (3rd) Business Day following the date on which such
                                            determination is made.



 


		8.2.4	Ending
                                            Inventory.



 


		(a)	On
                                            the first Business Day of any Delivery Month, the Company, using Best Available Inventory
                                            Data, provided that if such inventory data is not available, using the last day for which
                                            such data is available, shall report to Macquarie the following: (i) the aggregate volume
                                            of Crude Oil held in the Crude Storage Tanks at that time (the “Ending In-Tank Crude
                                            Inventory”), (ii) for each Product, the aggregate volume of such Product held in
                                            the Included Product Locations (including a breakdown of the volume of Convenience Exchange
                                            Product and non-Convenience Exchange Product) at that time (each, an “Ending In-Tank
                                            Product Inventory”) and (iii) for each Product, the aggregate volume of such Product
                                            held in the Company Storage Locations at that time (each, an “Ending Company Product
                                            Inventory”). The Company shall use commercially reasonable efforts to deliver the
                                            Ending In-Tank Crude Inventory, the Ending In-Tank Product Inventory, and the Ending Company
                                            Product Inventory by 10:00 a.m. CT on the relevant Business Day, but shall in any event deliver
                                            the same by no later than 12:00 pm CT on such Business Day.



 


		(b)	As
                                            of 11:59:59 p.m., CT, on the last day of each month, the Company shall apply the Volume Determination
                                            Procedures to the Included Storage Locations and Company Storage Locations, and based thereon
                                            shall determine for such month (i) the aggregate volume of Crude Oil held in the Included
                                            Storage Locations at that time, (ii) for each Product, the aggregate volume of such Product
                                            held in the Included Storage Locations at that time (including a breakdown of the volume
                                            of Convenience Exchange Product and non-Convenience Exchange Product), and (iii) for each
                                            Product, the aggregate volume of such Product held in the Company Storage Locations at that
                                            time. The Company shall notify Macquarie of such volumes by no later than 5.00 p.m. CT on
                                            the fifth Business 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 Macquarie by the fifteenth (15th) day after the end of such month.



 






    11


     


    

 


		(c)	Inspection
                                            of Volume Determination Procedures. Macquarie may, or may have Macquarie’s Inspector,
                                            at Macquarie’s sole cost and expense, (i) witness all or any aspects of the Facilities
                                            or any Company Storage Location as Macquarie shall direct, (ii) witness the Volume Determination
                                            Procedures at any Included Storage Location or Company Storage Location as Macquarie shall
                                            direct, and (iii) be present at any time the Volume Determination Procedures are to be applied
                                            and to observe the conduct of the Volume Determination Procedures. If, in the reasonable
                                            judgment of Macquarie or Macquarie’s Inspector, the Volume Determination Procedures
                                            have not been applied correctly, then the Company shall cooperate with Macquarie, or Macquarie’s
                                            Inspector, to ensure the correct application of the Volume Determination Procedures, including
                                            making such revisions to the Ending In-Tank Crude Inventory, any Ending In-Tank Product Inventory
                                            and any Ending Company Product Inventory as may be necessary to correct any such errors.



 


		(d)	Records
                                            Related to Volume Determination. The Company agrees that in addition to reporting to
                                            Macquarie the volume determinations made by the Company pursuant to Section 8.2.1,
                                            the Company shall provide to Macquarie copies of all volume reports and statements related
                                            to Crude Oil or Products held at any Included Storage Locations or Company Storage 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.



 


		8.2.5	Eligible
                                            Hydrocarbon Inventory Reporting.



 


		(a)	On
                                            each Business Day, the Company shall provide to Macquarie, via email, a report in form and
                                            substance reasonably satisfactory to Macquarie as illustrated in Schedule F of the Supply
                                            and Offtake Agreement (the “Inventory Report”) showing the inventory
                                            quantities that then constitute Eligible Hydrocarbon Inventory, including the quantity and
                                            location of each type of inventory.



 


		(b)	By
                                            delivering an Inventory Report, the Company shall be deemed to represent and warrant to Macquarie
                                            (to the same extent as if set forth in this Agreement) that all Hydrocarbons identified as
                                            Eligible Hydrocarbon Inventory in such report meet all the requirements of Eligible Hydrocarbon
                                            Inventory set forth in the Supply and Offtake Agreement.



 


		(c)	The
                                            Company shall use commercially reasonable efforts to deliver the Inventory Report by 10:00
                                            a.m. CT on the relevant Business Day, but shall in any event deliver the same by no later
                                            than 12:00 pm CT on such Business Day.



 


		8.3	Other
                                            Services



 


During
the Storage Term, the Company shall:


 


		8.3.1	(without
                                            prejudice to the Company’s obligation under Section 8.4.1), permit Macquarie to have
                                            full and quiet possession of the Crude Storage Tanks and Included Product Tanks which are
                                            Facilities;



 


		8.3.2	permit
                                            Macquarie, its Affiliates and/or its or their Representatives to have rights of access to
                                            and egress from the Refinery by crossing over, around and about the Refinery for any purpose
                                            related to this Agreement or the Crude Oil and Products Agreements, including but not limited
                                            to enforcing its rights and interests thereunder;



 


		8.3.3	maintain
                                            in force in all material respects all of its leases, easements, licenses and rights-of-way
                                            material to the operation and maintenance of the Facilities and the performance of this Agreement
                                            and the Crude Oil and Products Agreements;



 


		8.3.4	maintain
                                            in force, comply with, and promptly enforce the terms of all Base Agreements;



 






    12


     


    

 


		8.3.5	ensure
                                            that the Facilities have all connections and equipment material to the performance of this
                                            Agreement and the Crude Oil and Products Agreements;



 


		8.3.6	cause
                                            the Facilities to comply in all material respects with the requirements of Applicable Law
                                            and Environmental Laws and Accepted Industry Practice;



 


		8.3.7	ensure
                                            that each of the Company’s Representatives involved in the performance of this Agreement
                                            or any Crude Oil and Products Agreement is appropriately trained and experienced in their
                                            field of activity;



 


		8.3.8	prepare
                                            and timely submit all reports and filings in respect of the Macquarie Property and Eligible
                                            Hydrocarbon Inventory which are mandatory under Applicable Law or Environmental Laws;



 


		8.3.9	maintain
                                            the records required to be maintained by Environmental Law or any Required Permit and make
                                            such records available to Macquarie following its reasonable prior written request therefor;



 


		8.3.10	promptly
                                            provide Macquarie with such reports and information in the Company’s custody or control
                                            as Macquarie’s insurers and/or its internal risk function may reasonably request, provided
                                            that such information and reports, as applicable, are in the Company’s possession or
                                            control and are reasonably related to Macquarie’s or its insurers’ assessments
                                            and activities in connection with this Agreement;



 


		8.3.11	furnish
                                            any and all fuel, power, equipment and personnel necessary to perform to this Agreement or
                                            any Crude Oil and Products Agreement;



 


		8.3.12	in
                                            the event of any Crude Oil or Product spill, leak, escape or discharge or any other environmental
                                            pollution caused by or in connection with the use of any Facilities (i) properly commence
                                            containment or clean-up operations as required by any Governmental Authorities or Applicable
                                            Law or as the Company deems appropriate or necessary and (ii) notify Macquarie promptly of
                                            any such spill, leak, escape or discharge and of any containment or clean-up operations which
                                            is reportable under Applicable Law; and



 


		8.3.13	provide
                                            customary record keeping and ancillary services in furtherance of the services set out in
                                            this Agreement and the Crude Oil and Products Agreements.



 


		8.4	Condition,
                                            Cleaning, Maintenance and Change of Service



 


		8.4.1	Notwithstanding
                                            anything in the Crude Oil and Products Agreements to the contrary, the Company shall replace,
                                            maintain, operate, clean and/or repair the Facilities in accordance with Accepted Industry
                                            Practice and in all material respects in compliance with all Applicable Law and Environmental
                                            Law.



 


		8.4.2	The
                                            Company shall be responsible for all scheduled and unscheduled maintenance, repairs and cleaning
                                            and other activities on the Facilities.



 


		8.4.3	The
                                            Company agrees that:



 


		(a)	it
                                            shall promptly notify Macquarie in writing of the date for which any inspection, maintenance,
                                            restart or turnaround at the Included Storage Locations, Refinery or the Refinery Facilities
                                            has been scheduled, or any revision to previously scheduled inspection, maintenance, restart
                                            or turnaround, which may materially affect receipts of Crude Oil at the Refinery, the Included
                                            Tanks, the processing of Crude Oil in the Refinery or the delivery of Products to Macquarie
                                            or by Macquarie to the Company or any third parties, it being acknowledged that any turnaround
                                            shall be considered material for these purposes; provided that, (i) promptly after the Company
                                            completes its annual business plan with respect to any year, it shall notify Macquarie of
                                            any such scheduled inspection, maintenance, restart or turnaround contemplated with respect
                                            to such year and (ii) the Company shall give Macquarie at least two (2) months’ prior
                                            written notice of the commencement of any such scheduled restart or turnaround or any inspection
                                            or maintenance which would be reasonably expected to have a material impact on the Refinery’s
                                            operations;



 


		(b)	the
                                            Company shall notify Macquarie orally (followed by prompt written notice) as soon as reasonably
                                            practicable after the Company has actual knowledge of any material previously unscheduled
                                            downtime of any Facilities;



 






    13


     


    

 


		(c)	in
                                            addition to its general obligations under Section 8.4.3(a), the Company shall provide to
                                            Macquarie at least thirty (30) days’ prior written notice of (i) any scheduled maintenance
                                            on any of the Crude Storage Tanks or the Included Product Tanks that would result in such
                                            storage tank being taken out of service for a period greater than thirty (30) days (“Tank
                                            Maintenance”), and (ii) any change of service of a Crude Storage Tank or Included
                                            Product Tank (including for the purposes of storage of renewable diesel) that would result
                                            in such storage tank being taken out of service for any period (“Tank Change of
                                            Service”);



 


		(d)	in
                                            connection with any Tank Maintenance or Tank Change of Service in respect of Crude Storage
                                            Tanks or Included Products Tanks, the Parties shall promptly consult and endeavor to agree
                                            on adjusted inventory minimum and maximum levels and other appropriate adjustments hereunder
                                            and under the relevant Crude Oil and Products Agreements that are to apply during the period
                                            of such Tank Maintenance or Tank Change of Service, if deemed necessary by the Parties;



 


		(e)	the
                                            Company agrees that it shall use commercially reasonable efforts to complete (and to cause
                                            any third parties to complete) any Tank Maintenance or Tank Change of Service in respect
                                            of Crude Storage Tanks or Included Product Tanks as soon as practicable;



 


		(f)	the
                                            Company shall provide Macquarie with an initial estimate of the period of any Tank Maintenance
                                            or Tank Change of Service in respect of Crude Storage Tanks or Included Product Tanks and
                                            shall regularly update Macquarie as to the progress of such Tank Maintenance of Tank Change
                                            of Service. If the Company determines that the expected completion date for Tank Maintenance
                                            or Tank Change of Service has or is likely to change by thirty (30) days or more, it shall
                                            promptly notify Macquarie of such determination; and



 


		(g)	the
                                            Company shall provide Macquarie with at least five (5) Business Days’ prior notice
                                            of inspection of the Crude Storage Tanks or Included Product Tank (as applicable) following
                                            completion of the Tank Maintenance or Tank Change of Service. Macquarie shall have the right
                                            (subject to Section 10.1.3) to have a Macquarie Inspector present at such inspection. The
                                            Parties agree that such Crude Storage Tank or Included Product Tank shall be deemed not to
                                            be an Included Storage Location until Macquarie has confirmed in writing to the Company that
                                            such inspections pursuant to Section 10.1 as Macquarie reasonably considers necessary have
                                            been undertaken and completed to Macquarie’s satisfaction.



 


		8.4.4	The
                                            Company shall ensure that if the Crude Oil in a Crude Storage Tank is removed for the purposes
                                            of cleaning such Crude Storage Tank then upon its return to service the Sludge and hard bottoms
                                            in that Crude Storage Tank shall have been removed.



 


		8.5	Measurements



 


		8.5.1	Measurement



 


		(a)	The
                                            Company shall procure that the volume of Crude Oil and Product passing each Crude Intake
                                            Point, Crude Delivery Point, Products Intake Point and Products Delivery Point comprised
                                            in the Facilities shall be measured daily using the applicable meters and tank gauges.



 


		(b)	In
                                            addition, whenever the Volume Determination Procedures are required to be performed the Company
                                            shall procure the performance of such Volume Determination Procedures.



 


		(c)	All
                                            quantity determinations herein shall 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 Crude Oil and Table 6B of ASTM-IP for Products).



 


		8.5.2	Testing
                                            and Calibration of Measurement Facilities



 


		(a)	The
                                            Company shall provide Macquarie with reasonable prior notice of any periodic testing, calibration
                                            and verification of any measurement facilities providing measurement of Macquarie Property
                                            at the Facilities and, subject to their satisfaction of all requirements under Section 10.1.3
                                            at such time, the Company shall permit Macquarie, its Affiliates and its and their respective
                                            Representatives to observe such testing, calibration and verification at the Facilities.
                                            In addition, the Company shall provide Macquarie with any documentation regarding the testing,
                                            calibration and verification of the measurement facilities at the Facilities.



 






    14


     


    

 


		(b)	Where
                                            the Parties agree that any measurement facilities at the Facilities providing measurement
                                            of Macquarie Property may be inaccurate, or Macquarie reasonably believes that this is the
                                            case, or the Macquarie Inspector identifies a discrepancy in the inventory volumes reported
                                            by the Company to Macquarie, Macquarie may by notice require that a recalibration take place
                                            on the terms of Section (a), above.



 


		9	CONTRACT
                                            PERFORMANCE SERVICES



 


		9.1	Subject
                                            to Sections 9.3 and 9.4, below, Macquarie appoints the Company to provide it with the following
                                            services during the Storage Term (“Contract Performance Services”), and
                                            the Company irrevocably accepts such appointment:



 


		9.1.1	to
                                            duly and timely exercise the rights and perform the obligations assumed by Macquarie under
                                            (i) the Tripartite Crude Supply Agreement and each Tripartite Product Offtake Agreement pursuant
                                            to a Positive Election, and (ii) the Convenience Exchange Agreement, in each case subject
                                            to and in accordance with the terms of such agreement and of the Tripartite Communications
                                            Side Letter, Macquarie’s written instructions (if any) and Accepted Industry Practices,
                                            including any rights and obligations:



 


		(a)	to
                                            give, receive, accept or reject (as applicable) nominations relating to delivering, loading,
                                            transporting, unloading or receiving of Crude Oil or Products;



 


		(b)	to
                                            the extent not included within (a), above, to give, receive, accept or reject (as applicable)
                                            nominations, notices of readiness, berthing permissions (or equivalent) and other communications
                                            in respect of barges, cargo ships, trucks, pipelines, and storage tanks, in each case in
                                            accordance with applicable terminal, storage, transportation or pipeline operator requirements,
                                            procedures and safety standards;



 


		(c)	to
                                            provide facilities for the delivery, loading, transporting, unloading or receiving of Crude
                                            Oil or Products, including where applicable a contractual berth or loading rack;



 


		(d)	to
                                            give, receive, accept or reject (as applicable) all nominations, notices and communications
                                            related to scheduling of deliveries and receipts and the granting or booking of pipeline
                                            capacity;



 


		(e)	to
                                            coordinate with any shipping agents and transportation or logistics providers;



 


		(f)	to
                                            undertake actions and communications in relation to scheduling of receipts and deliveries
                                            of Crude Oil and Products, including the coordination of delivery schedules and the giving
                                            and receiving of nominations and the granting or booking of capacity;



 


		(g)	to
                                            undertake receipts and deliveries of Crude Oil or Product;



 


		(h)	to
                                            arrange, coordinate, permit, attend or undertake (as applicable) quantity and quality sampling,
                                            measurements, analysis and inspections for Crude Oil and Product; and



 


		(i)	to
                                            prepare and/or distribute Shipping Documents required to be provided to the purchaser under
                                            any Intermediated Product Offtake Contract or the Convenience Exchange Agreement (and always
                                            in accordance with the receiving party’s lawful documentary instructions);



 


		9.1.2	to
                                            provide warnings, documents and information in relation to environment, health and safety
                                            concerning the Crude Oil and Product, including provision of safety data sheets;



 


		9.1.3	to
                                            provide Macquarie with adequate prior written notice of any known time limit for Macquarie
                                            to submit a notice or claim in relation to quality, quantity or demurrage;



 


		9.1.4	to
                                            hold and deliver all Shipping Documents (i) received or prepared in relation to Crude Oil
                                            delivered to Macquarie pursuant to a Positive Election, or (ii) prepared and to be provided
                                            by Macquarie pursuant to a Positive Election in relation to Product or under the Convenience
                                            Exchange Agreement, strictly to the order of Macquarie;



 






    15


     


    

 


		9.1.5	to
                                            ensure that all written communications from the Company to the relevant counterparty are
                                            copied to Macquarie, and to promptly forward to Macquarie any written communications to the
                                            Company from the relevant counterparty which are not copied to Macquarie; and



 


		9.1.6	notify
                                            Macquarie promptly upon becoming aware of:



 


		(a)	any
                                            material breach by any party (including Macquarie) of the Crude Supply Agreement, the Tripartite
                                            Crude Supply Agreement, any Intermediated Product Offtake Contract, any Tripartite Product
                                            Offtake Agreement and/ or the Convenience Exchange Agreement;



 


		(b)	any
                                            actual or known right of Macquarie to institute a material legal claim, suit or action under
                                            or in connection with the Crude Supply Agreement, the Tripartite Crude Supply Agreement,
                                            any Intermediated Product Offtake Contract, any Tripartite Product Offtake Agreement and/or
                                            the Convenience Exchange Agreement (including any claim in respect of the quality or quantity
                                            of Crude Oil or Product, or in respect of demurrage); and



 


		(c)	any
                                            actual or known pending legal claim, suit or action against Macquarie arising out of or in
                                            connection with the Crude Supply Agreement, the Tripartite Crude Supply Agreement, any Intermediated
                                            Product Offtake Contract, any Tripartite Product Offtake Agreement or the Convenience Exchange
                                            Agreement (including any claim in respect of the quality or quantity of Crude Oil or Product,
                                            or in respect of demurrage).



 


		9.2	The
                                            Company undertakes to perform the Contract Performance Services:



 


		9.2.1	consistently
                                            with any lawful nominations and instructions of Macquarie which are not in contradiction
                                            to the terms of this Agreement and the rights and obligations of Macquarie and the Company
                                            under the applicable Crude Oil and Product Agreement(s);



 


		9.2.2	in
                                            accordance with Accepted Industry Practice and the terms of the applicable Crude Oil and
                                            Product Agreement(s); and



 


		9.2.3	subject
                                            always to the limitations and exclusions set out at Section 9.3, below.



 


		9.3	Notwithstanding
                                            any other term of this Agreement, but without prejudice to the terms of the Supply and Offtake
                                            Agreement, the Parties each acknowledge and agree that:



 


		9.3.1	without
                                            limiting its obligations to Macquarie under any other agreement, the Company shall have no
                                            obligation to pay on behalf of Macquarie any invoice (including an invoice for Crude Oil)
                                            which Macquarie is liable to pay pursuant to the Tripartite Crude Supply Agreement, any Tripartite
                                            Product Offtake Agreement or the Convenience Exchange Agreement;



 


		9.3.2	without
                                            limiting the Company’s rights to receive payment from Macquarie pursuant to the terms
                                            of the Supply and Offtake Agreement, the Company shall have no right to receive on Macquarie’s
                                            behalf any payment owed to Macquarie pursuant to the Tripartite Crude Supply Agreement or
                                            any Tripartite Product Offtake Agreement;



 


		9.3.3	unless
                                            Macquarie has agreed otherwise in writing, the Company shall not give or purport to give
                                            on behalf of Macquarie any agreement, notice or communication which the Company is not permitted
                                            to so give under the terms of the Tripartite Crude Supply Agreement and each Tripartite Product
                                            Offtake Agreement; provided that for the avoidance of doubt (i) Macquarie reserves the right
                                            to at any time give such agreement, notice or communication directly on its own behalf and
                                            without prior consultation with the Company to the extent permitted and (ii) this Section
                                            9.3.3 does not limit the Company’s right to give such agreement, notice or communication
                                            on its own behalf to the extent that it is entitled to do so, including prior to a Positive
                                            Election or following a Negative Election;



 


		9.3.4	the
                                            Company shall in addition have no authority to:



 


		(a)	make
                                            a Positive Election or a Negative Election in Macquarie’s name or on its behalf;



 


		(b)	issue,
                                            vary, withdraw or pay any invoice under the Tripartite Crude Supply Agreement, any Tripartite
                                            Product Offtake Agreement or the Convenience Exchange Agreement in Macquarie’s name
                                            or on its behalf;



 






    16


     


    

 


		(c)	suspend
                                            or terminate the Tripartite Crude Supply Agreement, any Tripartite Product Offtake Agreement,
                                            the Convenience Exchange Agreement or any transaction under any of the foregoing in Macquarie’s
                                            name or on its behalf;



 


		(d)	except
                                            in accordance with the Supply and Offtake Agreement or as otherwise agreed, vary, waive or
                                            give up any legal right (howsoever arising) of Macquarie in its name or on its behalf in
                                            writing; and



 


		(e)	except
                                            in accordance with the Supply and Offtake Agreement, institute, manage or resolve any legal
                                            claim, suit or action (including for quality, quantity or demurrage) in Macquarie’s
                                            name or on its behalf; and



 


		9.3.5	the
                                            Company shall not in relation to this Agreement do, or omit to do (or permit to be done or
                                            omitted to be done by any of its Affiliates, or its or their respective Representatives),
                                            anything that would reasonably be expected to result in any Liabilities being incurred by
                                            Macquarie or its Affiliates under the Tripartite Crude Supply Agreement, any Tripartite Product
                                            Offtake Agreement or the Convenience Exchange Agreement,



 


provided
that, none of the foregoing Sections 9.3.1 through 9.3.5 shall be construed as limiting the Company’s rights and ability to take
all actions the Company determines necessary to respond to an Emergency in accordance with Accepted Industry Practice.


 


		9.4	Macquarie
                                            may at any time by written notice to the Company during a continuing Event of Default unilaterally
                                            suspend all of the Company’s rights and obligations to perform the Contract Performance
                                            Services (or any part of them) pending further written notice to the Company. Notwithstanding
                                            the foregoing, no such notice shall be construed as limiting the Company’s right and
                                            ability to take all actions the Company determines necessary to respond to an Emergency in
                                            accordance with Accepted Industry Practice.



 


		9.5	Macquarie
                                            shall use commercially reasonable efforts to provide such information as Macquarie may have
                                            and as may reasonably be requested by the Company in relation to the Contract Performance
                                            Services in order to enable the Company to comply with its obligations under this Section
                                            9.



 


		10	Inspection
                                            and Access Rights



 


		10.1	Facilities



 


		10.1.1	At
                                            any reasonable times during normal business hours and upon reasonable prior notice during
                                            the Storage Term, the Company shall permit Macquarie, its Affiliates and its or their respective
                                            Representatives (including one or more Macquarie Inspector) to access the Facilities for
                                            any purpose related to this Agreement or the Crude Oil and Products Agreements, including
                                            but not limited to:



 


		(a)	enforcing
                                            its rights and interests under any of the foregoing and/or in the event of a Default or Event
                                            of Default under any of the foregoing;



 


		(b)	observing
                                            the operations of the Facilities;



 


		(c)	conducting
                                            such inspections of any part of the Facilities as Macquarie may wish to have performed in
                                            connection with this Agreement or the Crude Oil and Products Agreements; and



 


		(d)	gauging,
                                            measuring, sampling or taking readings at any part of the Facilities on a spot basis.



 


Such
access shall not materially interfere with the ordinary course of business being conducted at the Facilities, and the Company shall only
be required to cover the reasonable costs of such inspections to the extent provided for in Section 13.2 of the Supply and Offtake Agreement.


 


		10.1.2	Notwithstanding
                                            any of the foregoing, if a Default or Event of Default has occurred and is continuing under
                                            this Agreement or any Crude Oil and Products Agreement, Macquarie, its Affiliates and its
                                            or their respective Representatives (including one or more Macquarie Inspector) shall have
                                            unlimited and unrestricted access to the Facilities in relation to the Macquarie Property
                                            and the Crude Oil and Product Agreements for so long as such Default or Event of Default
                                            continues.



 


		10.1.3	It
                                            is an express condition precedent to the rights of access to the Facilities for Macquarie,
                                            its Affiliates and its or their respective Representatives (including Macquarie Inspectors)
                                            (“Macquarie Personnel”) as set out in this Section 10, elsewhere in this
                                            Agreement and the Supply and Offtake Agreement, that each of such Person shall, without limitation
                                            (unless the Company permits otherwise), consistent with the Company’s usual policies
                                            and procedures for access by non-Company Persons in relevant circumstances, and without discriminatory
                                            application to Macquarie or Macquarie Personnel:



 






    17


     


    

 


		(a)	to
                                            the extent applicable, execute the Company’s standardized form of access agreement;



 


		(b)	provide
                                            proof of any insurance required by the Company;



 


		(c)	use
                                            reasonable efforts to avoid disrupting the Company’s operations at the Facilities;



 


		(d)	to
                                            the extent necessary, comply with all medical screenings and be medically cleared for access
                                            prior to visiting the Facilities;



 


		(e)	present
                                            valid and current government issued identification and complete the Company’s sign-in
                                            and safety orientation procedures upon arrival to the Facilities;



 


		(f)	wear
                                            protective equipment and, to the extent necessary, comply with fit testing procedures as
                                            directed by the Company or security personnel employed by the Company;



 


		(g)	be
                                            accompanied, at all times, by a representative of the Company or security personnel employed
                                            by the Company;



 


		(h)	follow,
                                            at all times, routes and paths designated by, and such other instructions provided by, the
                                            Company or security personnel employed by the Company;



 


		(i)	observe
                                            all security, fire and safety, and other rules and regulations of all kinds while in around
                                            or about the Facilities;



 


		(j)	comply
                                            with the reasonable instructions of the Company or security personnel employed by the Company;
                                            and



 


		(k)	comply
                                            with such other health, safety, regulatory, environmental and insurance related requirements,
                                            policies and procedures required by the Company in accordance with its policies and procedures
                                            (applied in a non-discriminatory manner);



 


provided
that, notwithstanding anything herein to the contrary, the Company may deny access to the Facilities to, or remove from the Facilities,
any Macquarie Personnel (including Macquarie’s Inspector), in the Company’s reasonable opinion in accordance with Accepted
Industry Practice, poses a material risk of injury to the Facilities, its personnel, the public or the environment (including during
an ongoing Emergency).


 


		10.2	Audit



 


		10.2.1	During
                                            the Storage Term, Macquarie and its duly authorized Representatives, upon reasonable notice
                                            and during normal working hours, without disruption to the Company’s operations and
                                            subject to reasonable procedures (including to ensure that the Company’s confidentiality
                                            obligations are not breached), shall have access to the accounting records and other documents
                                            maintained by the Company, its Affiliates and its Representatives which relate to this Agreement.



 


		10.2.2	The
                                            right to review or receive copies of such records shall survive termination of this Agreement
                                            for a period of two (2) years following the Termination Date.



 


		10.2.3	The
                                            Company shall (and shall procure that its Affiliates 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.



 


		10.3	Completeness
                                            and Accuracy of Records



 


		10.3.1	All
                                            records or documents provided by any Party or its Affiliates to the other Party or its Affiliates
                                            shall, to the 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 Party if at any time such Party has reason to believe that any records or documents
                                            previously provided to the other Party no longer are accurate or complete.



 






    18


     


    

 


		11	Inventory
                                            Loss AND DAMAGE



 


		11.1	If
                                            for any reason (including scope of coverage or the application of any excess or deductible)
                                            Macquarie does not procure a full indemnity of its loss and damage from its relevant cargo
                                            insurers (despite having used commercially reasonable efforts to do so where such Liabilities
                                            arise out of an Insured Risk), then notwithstanding Section 5, without duplication in respect
                                            of amounts recoverable by Macquarie under the Supply and Offtake Agreement, the Company shall
                                            be liable to Macquarie on an indemnity basis for all unindemnified loss of, damage to or
                                            degradation of Macquarie Property as a result of any of the following (howsoever caused,
                                            including, without limitation, by Force Majeure, but provided that the Company shall be under
                                            no obligation to indemnify Macquarie to the extent that the loss of, damage to or degradation
                                            of Macquarie Property was caused as a direct result of the gross negligence or willful default
                                            of Macquarie):



 


		11.1.1	any
                                            actual or constructive loss of, damage to or degradation of Macquarie Property arising in
                                            connection with this Agreement or any Crude Oil and Products Agreement, including due to:



 


		(a)	customary
                                            handling or evaporation and shrinking during receipt, handling, storage or delivery;



 


		(b)	actual
                                            or attempted theft or misappropriation of Macquarie Property;



 


		(c)	spill,
                                            leak, escape, emanation or discharge of Macquarie Property; and



 


		(d)	Contamination
                                            of Macquarie Property,



 


provided
that, for the avoidance of doubt, to the extent that the Company pays Macquarie for any volumetric loss or change in grade of Macquarie
Property through the settlements contemplated under the Supply and Offtake Agreement, Macquarie will be fully compensated therefor and
this Section 11.1 shall have no effect.


 


		11.2	For
                                            the purposes of Section 11.1, Macquarie shall be considered to have failed to make a recovery
                                            from its relevant cargo insurers (i) to the extent that it receives a formal declinature
                                            of cover for all or part of its claim, or (ii) to the extent its claim has not been paid
                                            in full by its relevant cargo insurers as at the date for payment of a relevant claim as
                                            specified in the applicable insurance policy (or in the absence of such date, the date which
                                            is 12 months after Macquarie’s claim was submitted to its relevant cargo insurers).



 


		11.3	If
                                            following a payment from the Company under Section 11.1 or its proviso, Macquarie receives
                                            an indemnity (or as the case may be, a further indemnity) from its relevant cargo insurers
                                            in relation to its insurance claim for the relevant lost or damaged Macquarie Property (“Insurance
                                            Proceeds”), Macquarie shall reimburse the Company for the amount received under
                                            this Section 11 in relation to such Macquarie Property, up to the amount of the Insurance
                                            Proceeds.



 


		12	Insurance
                                            and Taxes



 


		12.1	Insurance



 


The
Company shall procure and maintain in full force and effect throughout the Storage Term insurance as provided in Sections 17.1 to 17.3
of the Supply and Offtake Agreement.


 


		12.2	Taxes



 


The
provisions of Section 16 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	Compliance
                                            with Laws



 


		13.1	Each
                                            Party shall, in relation to this Agreement, comply in all material respects with Applicable
                                            Law.



 


		13.2	Each
                                            Party also shall promptly notify the other Party of any material violation, or any material
                                            violation alleged by a Governmental Authority, of any Environmental Law relating to any Macquarie
                                            Property or Eligible Hydrocarbons Inventory in connection with this Agreement or any Crude
                                            Oil and Products Agreement.



 






    19


     


    

 


		13.3	The
                                            Company shall upon request provide Macquarie with all available evidence in its possession
                                            or control of environmental inspections or audits by any Governmental Authority with respect
                                            to Macquarie Property and Eligible Hydrocarbons Inventory at the Facilities.



 


		14	Representations



 


		14.1	Representations
                                            of the Company



 


The
Company represents and warrants to Macquarie that the following shall be true and correct on and as of the Commencement Date and on each
day during the Storage Term:


 


		14.1.1	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, its Affiliates or any of its or their
                                            property or assets, the terms and provisions of the Company’s organizational documents
                                            or any agreement or instrument to which the Company, its Affiliates or any of its or their
                                            property or assets are bound or subject;



 


		14.1.2	the
                                            execution and delivery of this Agreement by the Company has been authorized by all necessary
                                            corporate or other action;



 


		14.1.3	it
                                            has the full and complete authority and power to enter into and perform this Agreement;



 


		14.1.4	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); and



 


		14.1.5	the
                                            Company has title to all Sludge and hard bottoms in the Included Storage Locations which
                                            are a part of the Facilities.



 


		14.2	Macquarie
                                            represents and warrants to the Company that the following shall be true and correct on and
                                            as of the Commencement Date and on each day during the Storage Term:



 


		14.2.1	this
                                            Agreement, the rights obtained and the duties and obligations assumed by Macquarie hereunder,
                                            and the execution and performance of this Agreement by Macquarie, do not, directly or indirectly,
                                            violate any Applicable Law with respect to Macquarie or any of its property or assets, the
                                            terms and provisions of Macquarie’s organizational documents or any agreement or instrument
                                            to which Macquarie or any of its property or assets are bound or subject;



 


		14.2.2	the
                                            execution and delivery of this Agreement by Macquarie has been authorized by all necessary
                                            corporate or other action; and



 


		14.2.3	upon
                                            execution and delivery by Macquarie, this Agreement shall be a valid, binding and subsisting
                                            agreement of Macquarie 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).



 


		15	FORCE
                                            MAJEURE



 


		15.1	If
                                            the Company is rendered unable by an event of Force Majeure to perform in whole or in part
                                            any obligation or condition arising under any Section of this Agreement specified in Section
                                            15.5 below, it shall not be liable to Macquarie to perform such obligation or condition for
                                            so long as the event of Force Majeure exists and to the extent that performance is prevented
                                            or materially hindered, in whole or in part, by such event of Force Majeure; provided, however,
                                            that the Company shall use any commercially reasonable efforts to avoid or remove the event
                                            of Force Majeure. During the period that performance by the Company of a part or whole of
                                            its relevant obligations has been suspended by reason of an event of Force Majeure, Macquarie
                                            may suspend the performance of all or a part of its obligations (except for any payment and
                                            indemnification obligations) to the extent that such suspension is commercially reasonable
                                            having regard to the event of Force Majeure and the obligations of the Company which are
                                            suspended as a result of such event of Force Majeure.



 






    20


     


    

 


		15.2	The
                                            Company shall give prompt oral notice to Macquarie 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 Company also shall promptly notify Macquarie when the event
                                            of Force Majeure is terminated. However, the failure or inability of the Company to provide
                                            such notice within the time periods specified above shall not preclude it from declaring
                                            an event of Force Majeure. The Company may satisfy its notice obligations under this Section
                                            15.2 by providing a single notice in respect of any of the affected Crude Oil and Product
                                            Agreements, provided that such notice specifically identifies this Agreement.



 


		15.3	Without
                                            limiting any rights of Macquarie under this Section 15, the Parties agree that following
                                            notice of an event of Force Majeure, they shall consult in good faith to assess potential
                                            actions or steps with respect thereto.



 


		15.4	Performance
                                            of the affected obligations 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.



 


		15.5	This
                                            Section 15 shall only apply to those obligations of the Company which arise under Sections
                                            of this Agreement: 7.1, 7.2, 8.1.2 to 8.1.9, 8.2, 8.3.2, 8.3.4 to 8.3.6, 8.3.8 to 8.3.13,
                                            8.4.3, 8.5, 9.1 to 9.3, 10.1.1, 10.1.2, 10.2.1, 10.2.3.



 


		16	MISCELLANEOUS



 


		16.1	Events
                                            of Default and Remedies



 


		16.1.1	Without
                                            limiting any other rights or remedies hereunder or thereunder, if an Event of Default occurs
                                            and is continuing under the Supply and Offtake Agreement and Macquarie is a Non-Defaulting
                                            Party, Macquarie may, in its sole discretion, (i) withhold or suspend its obligations, including
                                            any of its payment obligations, under this Agreement, (ii) submit one or more Final Export
                                            Schedules in accordance with this Agreement, and (iii) otherwise arrange for the disposition
                                            of any of its Macquarie Property in such manner as it elects in accordance with this Agreement
                                            and without causing a breach of its obligations under the Crude Oil and Products Agreements.



 


		16.2	Required
                                            Permits



 


During
the Storage Term, the Company and its Representatives 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, in all material respects, 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 use and operation of the Facilities in the manner contemplated by this Agreement and the Crude
Oil and Products Agreements (the “Required Permits”). The Company and its Affiliates shall not do anything that causes
a termination or suspension of the Required Permits.


 


		16.3	Environmental
                                            and Regulatory Matters



 


The
execution of this Agreement by the Parties does not confer any obligation or responsibility on Macquarie Group, and Company hereby defends,
indemnifies, releases and holds harmless Macquarie Group from and against any Liabilities directly or indirectly arising from or in connection
with:


 


		(a)	any
                                            past, existing or future environmental condition at the Facilities, including, but not limited
                                            to, the presence of regulated or Hazardous Substances on or in environment media at the Facilities
                                            (including the presence in surface water, groundwater, soils or subsurface strata, or air),
                                            including the subsequent migration of any such substance;



 


		(b)	any
                                            Environmental Law (including any Liability in relation to an alleged or suspected or actual
                                            breach of Environmental Law);



 






    21


     


    

 


		(c)	the
                                            Required Permits; and



 


		(d)	any
                                            requirements arising under or relating to any Applicable Law pertaining or relating to the
                                            operation of the Facilities,



 


regardless
of how caused (including any event of Force Majeure).


 


		16.4	Relationship
                                            of the Parties



 


Notwithstanding
anything to the contrary herein, the Company is and shall be the operator of the Facilities in all respects, and Macquarie shall not
under any circumstances have power or authority to direct the activities of the Company, or to exert control over the operation of the
Facilities, or any portion thereof, and nothing herein shall be deemed to grant or provide such power or authority to Macquarie (provided,
however, that Macquarie’s enforcement of this Agreement or any Crude Oil and Products Agreement in accordance with their respective
terms shall not be deemed to be in contravention of the foregoing).


 


		16.5	No
                                            Abandonment of Rights; Rights Cumulative



 


		16.5.1	No
                                            delay or failure by a Party in exercising any right or remedy to which it may be entitled
                                            in connection with this Agreement shall constitute an abandonment of any such right.



 


		16.5.2	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.



 


		17	Indemnification



 


		17.1	Indemnity
                                            of Company



 


		17.1.1	Without
                                            prejudice to Section 17.3, to the fullest extent permitted by Applicable Law and except as
                                            specified otherwise elsewhere in this Agreement (including at Section 11.1), the Company
                                            shall defend, indemnify and hold harmless Macquarie, its Affiliates, and its and their respective
                                            Representatives from and against any Liabilities directly or indirectly arising out of:



 


		(a)	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 or incorrect in any material respect, including, without
                                            limitation the Company’s obligation for payment of taxes pursuant to Section 12.2;



 


		(b)	the
                                            Company’s performance or non-performance of this Agreement;



 


		(c)	the
                                            Company’s or any of its Representatives’ negligence or willful misconduct;



 


		(d)	the
                                            Company’s or any it’s Representatives’ failure to comply with or observe
                                            any Applicable Law or the requirements of any Required Permit;



 


		(e)	any
                                            actual, alleged or suspected spill, leak, escape, emanation or discharge of Macquarie Property
                                            or Eligible Hydrocarbon Inventory from or at the Facilities regardless of how caused (including
                                            any event of Force Majeure);



 


		(f)	any
                                            actual, alleged or suspected Contamination of Macquarie Property or Eligible Hydrocarbon
                                            Inventory regardless of how caused (including any event of Force Majeure); and



 


		(g)	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 or one of the Company’s Affiliates, and regardless of whether
                                            Macquarie is a party thereto and regardless of how caused (including any event of Force Majeure),



 


provided
that the Company shall be under no obligation to defend, indemnify or hold Macquarie, its Affiliates, or its and their respective Representatives
harmless against any Liabilities caused as a result of the gross negligence or willful default of Macquarie.


 






    22


     


    

 


		17.2	No
                                            Third Party Rights; No Admission



 


The
obligations of a Party (the “Indemnifying Party”) to defend, indemnify, release 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.


 


		17.3	Indemnification
                                            Procedures



 


Each
Party shall notify the other Party 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 Party the complete details within its knowledge and shall render all reasonable assistance
requested by the other Party 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 Party 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.


 


		17.4	Cumulative
                                            Remedy



 


The
indemnification in this Section 17 is in addition to and not in limitation of any indemnification provided in the Supply and Offtake
Agreement or any other Crude Oil and Products Agreement.


 


		17.5	Credit
                                            Support



 


As
a condition to Macquarie’s entering into this Agreement, Parent has agreed to provide the Guaranty to Macquarie, as credit support
for the prompt and complete performance and payment of all of the Company’s obligations hereunder and under the other Transaction
Documents to Macquarie, and all reasonable and documented out of pocket costs and expenses (including but not limited to the reasonable
and documented out of pocket costs, expenses, and reasonable and documented external attorneys’ fees of Macquarie) of amending
and maintaining the Guaranty shall be borne by the Company.


 


		18	Limitation
                                            on LIABILITY AND Damages



 


		18.1	LIMITED
                                            RIGHT TO DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’
                                            LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND NEITHER PARTY SHALL BE
                                            LIABLE FOR 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 THE
                                            FORGOING IS NOT (AND IS NOT INTENDED TO BE AND SHALL NOT BE DEEMED TO CONSTITUTE) A WAIVER
                                            BY A PARTY OF ANY RIGHT TO RECOVER COMPENSATORY DAMAGES SUFFERED BY A PARTY THAT ARE OR COULD
                                            HAVE BEEN REASONABLY FORESEEABLE AS A RESULT OF ANY BREACH OF SECTION 19 (EVEN IF SUCH COMPENSATORY
                                            DAMAGES COULD BE CHARACTERIZED AS INDIRECT, CONTINGENT, INCIDENTAL, OR CONSEQUENTIAL
                                            DAMAGES); AND PROVIDED FURTHER THAT SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO ANY THIRD
                                            PARTY CLAIM FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT.



 


		18.2	NOTHING
                                            IN SECTION 18.1 SHALL LIMIT ANY RIGHT OF MACQUARIE TO SEEK SPECIFIC PERFORMANCE OF ANY PART
                                            OF THIS AGREEMENT.



 


		18.3	WITHOUT
                                            PREJUDICE TO SECTION 5.1 OF THIS AGREEMENT MACQUARIE SHALL HAVE NO LIABILITY WHATSOEVER (IN
                                            DAMAGES OR OTHERWISE) TO THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THE RECEIPT INTO
                                            ANY PART OF THE FACILITIES OF CONTAMINATED CRUDE OIL OR PRODUCTS.



 






    23


     


    

 


		18.4	DISCLAIMER
                                            OF WARRANTIES. MACQUARIE MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN
                                            OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF MACQUARIE PROPERTY
                                            FOR ANY PARTICULAR PURPOSE OR OTHERWISE AND ALL SUCH WARRANTIES, CONDITIONS AND OTHER REPRESENTATIONS
                                            ARE HEREBY DISCLAIMED. FURTHER, MACQUARIE MAKES NO WARRANTY OR REPRESENTATION THAT MACQUARIE
                                            PROPERTY CONFORMS TO THE SPECIFICATIONS IDENTIFIED IN ANY CONTRACT WITH THE COMPANY OR ANY
                                            THIRD PARTY SUPPLIER OR THE CONVENIENCE EXCHANGE AGREEMENT.



 


		19	Confidentiality



 


		19.1	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 either Party under this Agreement
                                            and all information received by Macquarie 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 Law 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 Section (iii), such insurance providers shall have agreed in writing to keep confidential
                                            any information or document subject to this Section.



 


		19.2	The
                                            confidentiality obligations under this Agreement shall survive termination of this Agreement
                                            for a period of two 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 (including without limitation) the right
                                            to seek injunctive relief.



 


		19.3	In
                                            the case of disclosure covered by (i) of Section 19.1, to the extent practicable and legally
                                            permissible, the disclosing Party shall notify the other Party 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 the other Party 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.



 


		19.4	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.



 


		20	Governing
                                            Law



 


		20.1	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.



 


		20.2	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 Section
                                            23. 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.



 


		20.3	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.



 






    24


     


    

 


		21	Assignment



 


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



 


		21.2	Neither
                                            Party shall 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 consent of the other
                                            Party. Notwithstanding the foregoing, (a) Macquarie may, without the Company’s consent,
                                            assign and delegate all of Macquarie’s rights and obligations hereunder to (i) any
                                            Affiliate of Macquarie, provided it is no worse a credit counterparty and would not result
                                            in any adverse tax consequences to the Company and all the Company’s costs, if any,
                                            are covered or (ii) any non-Affiliate Person that succeeds to all or substantially all of
                                            its assets and business and assumes Macquarie’s obligations hereunder, whether by contract,
                                            operation of law or otherwise, provided that (A) the creditworthiness of such successor entity
                                            is equal or superior to the creditworthiness of Macquarie (taking into account any credit
                                            support for Macquarie) immediately prior to such assignment, and (B) such successor assumes
                                            all of the obligations of Macquarie under the Crude Oil and Products Agreements to which
                                            the Company is a Party.



 


		21.3	Any
                                            attempted assignment in violation of this Section 21 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.



 


		22	PLEDGE
                                            OVER MACQUARIE PROPERTY



 


Notwithstanding
anything to the contrary contained in this Agreement or in any Transaction Document or otherwise in effect, the Company hereby acknowledges
and agrees that, Macquarie may, and shall have the right to, pledge and grant a security interest, in favor of any lender to Macquarie
from time to time (a “Macquarie Lender”), in and to Macquarie’s Property (and for the avoidance of doubt, Macquarie’s
Property does not include the assets or rights of the Company) that is subject to this Agreement, in each case, as collateral security
for any and all obligations due and owing by Macquarie or its Affiliates to any such Person, without the need for any consent or approval
of, or any further action taken by, the Company or any of the Company’s Affiliates. In consideration of the foregoing, Macquarie
shall procure that any such liens and security interests shall be terminated and extinguished automatically at such time as this Agreement
is terminated (other than with respect to any provisions or obligations, including indemnity obligations, as applicable, that survive
such termination pursuant to the terms of the Transaction Documents), and the Company has performed all of its payment obligations under
Sections 20 and 21 of the Supply and Offtake Agreement.


 


		23	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 K of the Supply and Offtake Agreement, or on the following Business Day if sent by nationally recognized overnight
courier to the applicable address, or if sent by nationally recognized overnight courier to the other Party’s address set forth
in Schedule K 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.


 


		24	Nature
                                            of Transaction and Relationship of Parties



 


		24.1	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 Macquarie.



 


		24.2	No
                                            Party shall have the right or authority to negotiate, conclude or execute any contract or
                                            legal document with any third person on behalf of the Parties; 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.



 






    25


     


    

 


		25	Miscellaneous



 


		25.1	The
                                            Parties acknowledge and agree that this Agreement is a security agreement or arrangement,
                                            or other credit enhancement related to the transactions entered into by the Parties in connection
                                            with the Supply and Offtake Agreement, the Tripartite Crude Supply Agreement and each Tripartite
                                            Product Offtake Agreement, each of which is a “Forward Contract” or a “Swap
                                            Agreement” as defined in Title 11 of the United States Code, 11. U.S.C. §§
                                            101 et seq., as amended from time to time (the “Bankruptcy Code”). The Parties
                                            further acknowledge and agree that each Party is a “Forward Contract Merchant”
                                            and/or a “Financial Participant” as each such term is defined under the Bankruptcy
                                            Code.



 


		25.2	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.



 


		25.3	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.



 


		25.4	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 under this Agreement by or liable
                                            for any alleged representation, promise or inducement not so set forth.



 


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



 


		25.6	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.



 


		25.7	All
                                            audit rights, payment, confidentiality and indemnification obligations and obligations under
                                            this Agreement shall survive the expiration or termination of this Agreement.



 


		25.8	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.



 


		25.9	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.



 


[Remainder
of Page Intentionally Left Blank]


 




    26


     


    

 


Executed by Macquarie ENERGY NORTH AMERICA TRADING INC. acting by:


 


	 	By:	/s/ Travis McCullough 	 
	 	Name:	Travis McCullough 	 
	 	Title:	Division Director 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Daniel Vizel 	 
	 	Name:	Daniel Vizel 	 
	 	Title:	Senior Managing Director 	 


 




    27


     


    

 


Executed by VERTEX REFINING ALABAMA LLC acting by: 


 





	 	By:	/s/ Benjamin P. Cowart 	 
	 	Name:	Benjamin P. Cowart 	 
	 	Title:	President and Chief Executive Officer 	 
	 	 	 	 
	 	 	 	 


 



    28