Common use of Conditions to Obligations of ▇▇▇▇ Clause in Contracts

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR of the following conditions precedent on and as of the Commencement Date: (i) DCR shall have duly executed the Step-in ▇▇▇▇ of Sale; (ii) PRCLLC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have delivered its Guaranty to ▇▇▇▇; (v) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement; (vi) MSCG shall have duly executed the Payment Direction Letter; (vii) DCR shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunder; (viii) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ix) The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services; (x) DCR shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15; (xi) All representations and warranties of DCR contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xii) DCR shall have delivered to ▇▇▇▇ proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR PRC of the following conditions precedent on and as of the Commencement Date: (i) DCR PRC shall have duly executed the Step-in ▇▇▇▇ of Sale; (ii) PRCLLC DCRC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR PRC and PRCLLC DCRC shall have duly executed the Bridging Agreement; (iv) DCR PRC shall have delivered its Guaranty to ▇▇▇▇; (v) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement; (vi) MSCG shall have duly executed the Payment Direction Letter; (vii) DCR PRC shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and DCRC PRCLLC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRCPRCLLC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC PRCLLC hereunder; (viii) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ix) The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services; (x) DCR PRC shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR PRC pursuant to Section 15; (xi) All representations and warranties of DCR PRC contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xii) DCR PRC shall have delivered to ▇▇▇▇ proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Inventory Sales Agreements shall have been duly executed and delivered by the Step-in Company and ▇▇▇▇, as applicable, and, pursuant thereto, the Company and ▇▇▇▇ shall have transferred to ▇▇▇▇ on the Commencement Date, all their respective right, title and interest in and to the Commencement Date Volumes, free and clear of Saleall liens, other than Permitted Liens; (iib) PRCLLC and PBFH The Parties shall have duly executed agreed to the Related form and substance of the Step-Out Inventory Sales Agreement and all other conditions to Aron’s obligations thereunder (which form is attached hereto as Schedule R); (c) The Guarantee shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have and delivered its Guaranty to ▇▇▇▇ in a form and in substance satisfactory to ▇▇▇▇; (vd) The Administrative Agent to Stock Purchase Agreement shall have been duly executed and the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC “Closing” contemplated thereunder shall have occurred; (e) The Guarantor shall have duly executed the Intercreditor AgreementFee Letter; (vif) MSCG ▇▇▇▇ shall have confirmed to its satisfaction that, as of the Commencement Date, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that ▇▇▇▇ is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (g) ▇▇▇▇ shall have received final approvals from relevant internal committees; (h) To the extent deemed necessary or appropriate by ▇▇▇▇, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to ▇▇▇▇, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which ▇▇▇▇ is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide ▇▇▇▇ with such further documentation as it may reasonably request in order to confirm the foregoing; (i) The Company shall have duly executed and delivered the Payment Direction LetterStorage Facilities Agreement, as set forth on Schedule AA hereto, and provided ▇▇▇▇ satisfactory documentation that it or its Affiliate has secured, for the benefit of ▇▇▇▇, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (viij) DCR The Required Storage and Transportation Arrangements shall have been duly executed by the Company (and its Affiliates, if appropriate) and all third parties thereto; (k) The Company shall have duly executed and delivered the Marketing and Sales Agreement, as set forth on Schedule X hereto; (l) The Company shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures principal executive officer of the officers of each of PBFH Company certifying as to incumbency, board approval and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the executionresolutions, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereundermatters; (viiim) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents and the Guarantee; no conflicts including with respect to the Existing Financing Agreements and the Stock Purchase Agreement; (n) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ixo) The Refinery and the Tanks shall There must not have been affected adversely by any casualty loss event or damage, whether series of events which has had or not covered by insurance, unless such loss or damage would not reasonably be expected to have a Material Adverse Change with respect to Effect (as defined under the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStock Purchase Agreement); (xp) DCR The Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant set forth on Schedule F or, in the alternative, provided ▇▇▇▇ with reasonable evidence that it has otherwise complied with Article 15 below, together with a further undertaking to Section 15deliver such insurance certificates to ▇▇▇▇ promptly after the Commencement Date; (xiq) The Company shall have complied in all material respects with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (r) All representations and warranties of DCR the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and (xiis) DCR The Company shall have delivered to ▇▇▇▇ proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein, including UCC-1 financing statements reflecting ▇▇▇▇ as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks on and as of the Commencement Date.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR PRC of the following conditions precedent on and as of the Commencement Date: (i) DCR PRC shall have duly executed the Step-in ▇▇▇▇ of Sale;; ny-1739899 (ii) PRCLLC DCRC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR PRC and PRCLLC DCRC shall have duly executed the Bridging Agreement; (iv) DCR PRC shall have delivered its Guaranty to ▇▇▇▇; (v) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement; (vi) MSCG shall have duly executed the Payment Direction Letter; (vii) DCR PRC shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and DCRC PRCLLC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRCPRCLLC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC PRCLLC hereunder; (viii) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ix) The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services; (x) DCR PRC shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR PRC pursuant to Section 15; (xi) All representations and warranties of DCR PRC contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xii) DCR PRC shall have delivered to ▇▇▇▇ proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.. ny-1739899

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Company Inventory Sales Agreement shall have been duly executed by the Step-in Company and, pursuant thereto, the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the portion of Salethe Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (iib) PRCLLC and PBFH shall have duly executed the Related The Existing Supplier/Offtaker Inventory Sales Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfiedduly executed by the Existing Supplier/Offtaker and the Company and, pursuant thereto, the Existing Supplier/Offtaker and the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (iiic) DCR and PRCLLC The Company shall have duly executed agreed to a form of the Bridging Agreement; (iv) DCR shall have delivered its Guaranty Step-Out Inventory Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (vd) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC Company shall have duly executed the Intercreditor AgreementStorage Facilities Agreement in form and in substance satisfactory to ▇▇▇▇ and provided ▇▇▇▇ satisfactory documentation that it has secured, for the benefit of ▇▇▇▇, full, unencumbered storage and usage rights of the Storage Facilities; (vie) MSCG The Company shall have duly executed the Payment Direction LetterMarketing and Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (viif) DCR The Company shall have duly executed the Agency Agreement in form and in substance satisfactory to ▇▇▇▇; (g) The Company shall have provided ▇▇▇▇ with evidence, in a form reasonably satisfactory to ▇▇▇▇, that the Commencement Date Volumes will be sold to ▇▇▇▇ free and clear of any Liens, other than Permitted S&O Liens; (h) ▇▇▇▇ shall have received evidence, reasonably satisfactory to it, confirming that, as of the Commencement Date, (i) the Framework Agreement between the Company and the Existing Supplier/Offtaker has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination); (ii) the Prior ABL Credit Agreement has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination) and (iii) there are no other Existing Financing Agreements outstanding; (i) The Company shall have duly executed the Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (j) [Reserved]; (k) The Company shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures appropriate officer of the officers of each of PBFH Company certifying as to incumbency, due authorization, board approval and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunderresolutions; (viiil) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by the General Counsel of the Company; (m) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ixn) The Neither the Refinery and nor any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesIncluded Locations; (xo) DCR The Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies and endorsements required of DCR pursuant to Section 15by Article 16 below; (xip) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (q) All representations and warranties of DCR the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and; (xiir) DCR The Company shall have delivered to ▇▇▇▇ proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein; (s) The Company shall have entered into the Lien Documents granting and perfecting in favor of ▇▇▇▇ the security interest and lien contemplated thereby and all actions necessary to perfect the Liens granted thereunder shall have been completed, including (i) the filing of UCC financing statements, (ii) the submission of the Mortgage for filing with appropriate Governmental Authorities, and (iii) the delivery of any certificates and transfer instruments required pursuant under the Pledge and Security Agreement or the Equity Pledge Agreement; (t) The Company shall have duly executed the Environmental Indemnity Agreement in form and in substance satisfactory to ▇▇▇▇; (u) ▇▇▇▇ shall have received written confirmation that (i) all UCC filings in favor of the Existing Supplier/Offtaker or the creditors under the Existing Financing Agreements have been authorized for termination and that applicable termination statements shall be submitted for filing upon the Commencement Date, (ii) any mortgages in favor of the Existing Supplier/Offtaker or such creditors have been authorized for release and that applicable mortgage releases shall be submitted for filing upon the Commencement Date and (iii) all liens in favor of the Existing Supplier/Offtaker or such creditors have been terminated or will be terminated upon proper filing; (v) ▇▇▇▇ shall have received written confirmation that, with respect to all Governmental Accounts (i) assignment of claims in favor of ▇▇▇▇ under the Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727, 41 U.S.C. 15), in form reasonably satisfactory to ▇▇▇▇, shall have been duly executed and filed with the relevant account debtors and (ii) all assignment of claims under such Act previously filed in favor of any other party have been cancelled; (w) A report of bulk sale or transfer with respect to the transfers contemplated by the Company Inventory Sales Agreement and the Existing Supplier/Offtaker Inventory Sales Agreement shall have been filed with the Hawaii Department of Taxation and ▇▇▇▇ shall have received a certificate from the Hawaii Director of Taxation confirming that ▇▇▇▇, as purchaser thereunder, has no liability with respect to any Hawaii state taxes due from either of the sellers thereunder; (x) On or prior to the Commencement Date, the Company shall have provided to ▇▇▇▇ an expected Product yield for the Refinery based on its then current operating forecast for the Refinery (the “Initial Estimated Yield”); and (y) ▇▇▇▇ shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Commencement Date required to be reimbursed or paid by the Company hereunder, under the Fee Letter or any other Transaction Document on or prior to such date, including (i) the Arrangement Fee, (ii) the Deferral Arrangement Fee and (iii) reimbursement or payment of Aron’s estimated out-of-pocket expenses of ▇▇▇▇ and its Affiliates (including reasonable fees, charges and disbursements of Aron’s counsel, experts and consultants). (z) The Initial Margin Amount shall have been posted with ▇▇▇▇ as contemplated by Section 14.14.3.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Inventory Sales Agreements shall have been duly executed and delivered by the Step-in Company and ▇▇▇▇, as applicable, and, pursuant thereto, the Company and ▇▇▇▇ shall have transferred to ▇▇▇▇ on the Commencement Date, all their respective right, title and interest in and to the Commencement Date Volumes, free and clear of Saleall liens, other than Permitted Liens; (iib) PRCLLC and PBFH The Parties shall have duly executed agreed to the Related form and substance of the Step-Out Inventory Sales Agreement and all other conditions to Aron’s obligations thereunder (which form is attached hereto as Schedule R); (c) The Guarantee shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have and delivered its Guaranty to ▇▇▇▇ in a form and in substance satisfactory to ▇▇▇▇; (vd) The Administrative Agent to Stock Purchase Agreement shall have been duly executed and the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC “Closing” contemplated thereunder shall have occurred; (e) The Guarantor shall have duly executed the Intercreditor Agreement; (vi) MSCG shall have duly executed the Payment Direction Fee Letter; (viif) DCR shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunder; (viii) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingconfirmed to its satisfaction that, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ix) The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services; (x) DCR shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15; (xi) All representations and warranties of DCR contained herein shall be true and correct in all material respects on and as of the Commencement Date; and, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that ▇▇▇▇ is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (xiig) DCR ▇▇▇▇ shall have delivered received final approvals from relevant internal committees; (h) To the extent deemed necessary or appropriate by ▇▇▇▇, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to ▇▇▇▇, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which ▇▇▇▇ proper notification, exemption or resale certificates or direct pay permits is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide ▇▇▇▇ with such further documentation as it may be required pursuant reasonably request in order to Section 14.1.confirm the foregoing;

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR of the following conditions precedent on and as of the Commencement Date: (i) DCR shall have duly executed the Step-in ▇▇▇▇ of Sale;; ny-1664023 (ii) PRCLLC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have delivered its Guaranty to ▇▇▇▇; (v) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement; (vi) MSCG shall have duly executed the Payment Direction Letter; (vii) DCR shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunder; (viii) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ix) The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services; (x) DCR shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15; (xi) All representations and warranties of DCR contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xii) DCR shall have delivered to ▇▇▇▇ proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.. ny-1664023

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Parties shall have agreed to the pricing method to be used in the Inventory Sales Agreement and the Inventory Sales Agreement, in form and in substance satisfactory to ▇▇▇▇, shall have been duly executed by the Step-in Company and, pursuant thereto, the Company shall have transferred to ▇▇▇▇ all right, title and interest in and to the Commencement Date Volumes, free and clear of Saleall Liens; (iib) PRCLLC and PBFH The Parties shall have duly executed agreed to the Related pricing method to be used and the form of the Step-Out Inventory Sales Agreement and all other conditions to Aron’s obligations thereunder (which form is attached hereto as Schedule R); (c) The Standby Letter of Credit Facility Agreement shall have been satisfiedexecuted, all documents required to perfect the security interest provided for thereunder (including UCC-1 financing statements) shall have been executed and filed and the status of such security interest as a “Revolving Lien” for purposes of the Intercreditor Agreement shall have been confirmed to the satisfaction of the initial issuer of the Standby LC and ▇▇▇▇; (iiid) DCR and PRCLLC The Standby LC shall have duly executed the Bridging Agreement; (iv) DCR shall have been issued and delivered its Guaranty to ▇▇▇▇; (ve) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC Existing Procurement Contract shall have become effective with ▇▇▇▇ as a purchaser thereunder; (f) The Company shall have duly executed the Intercreditor AgreementStorage Facilities Agreement in form and in substance satisfactory to ▇▇▇▇; (vig) MSCG The Company shall have duly executed the Payment Direction LetterMarketing and Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (viih) DCR UCC-1 financing statements reflecting ▇▇▇▇ as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks shall have been prepared, executed and filed in such jurisdictions as ▇▇▇▇ shall deem necessary or appropriate; (i) The Company shall have delivered to ▇▇▇▇ a certificate signed by the ▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President — Legal and Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency as to incumbency, board approval and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the executionresolutions, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereundermatters; (viiij) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by the Company’s general counsel; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ixl) The Refinery and the Tanks Storage Facilities shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) DCR The Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15set forth on Schedule F hereto and otherwise comply with Article 15 below; (xin) All representations and warranties of DCR the Company contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xiio) DCR The Company shall have delivered to ▇▇▇▇ proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: : (ia) DCR The Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the Commencement Date Volumes, free and clear of all Liens; (b) The Company shall have agreed to the form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (c) The Company shall have provided ▇▇▇▇ evidence, in a form satisfactory to ▇▇▇▇, that the Revolving Credit Agreement was duly terminated and all liens on any crude 16 oil or products held in the Included Locations filed pursuant to the Revolving Credit Agreement have been released; (d) The Company shall have duly executed the Step-Storage Facilities Agreement in form and in substance satisfactory to ▇▇▇▇ and provided ▇▇▇▇ satisfactory documentation that it has secured, for the benefit of Sale; ▇▇▇▇, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (iie) PRCLLC The Required Storage and PBFH Transportation Arrangements shall have been duly executed by the Company (and its Affiliates, if appropriate) and all third parties thereto; (f) The Company shall have duly executed the Related Marketing and Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (g) The Company shall have provided ▇▇▇▇ with evidence, in a form satisfactory to ▇▇▇▇, that the Commencement Date Volumes will be sold to ▇▇▇▇ free and clear of any liens under or pursuant to the Initial Term Credit Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; the security documents related thereto; (iiih) DCR and PRCLLC The Company shall have duly executed the Bridging Agreement; Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (iv) DCR shall have delivered its Guaranty to ▇▇▇▇; (vi) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement; (vi) MSCG shall have duly executed the Payment Direction Letter; (vii) DCR Company shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Counsel—Corporate certifying as to incumbency, board approval, resolutions and other matters; (j) The Company shall have delivered to ▇▇▇▇ an Assistant Secretary opinion of PBFH certifying (a) the incumbency counsel, in form and signatures substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and such opinions may be delivered by PBFH or DCRC hereunder; ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Counsel—Corporate; (viiik) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; ; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the Services; (x) DCR shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15; (xi) All representations and warranties of DCR contained herein shall be true and correct in all material respects on and as of the Commencement DateStorage Facilities; and (xii) DCR shall have delivered to ▇▇▇▇ proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.17

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Inventory Sales Agreement shall have been duly executed by the Step-in Company and, pursuant thereto, the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the Commencement Date Volumes, free and clear of Saleall Liens; (iib) PRCLLC and PBFH The Company shall have duly executed agreed to a form of the Related Step-Out Inventory Sales Agreement in form and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have delivered its Guaranty in substance satisfactory to ▇▇▇▇; (vc) The Administrative Agent to the Revolving Credit AgreementCompany, PBFH, DCRC, PRCLLC PPC and TRC certain of PPC’s Affiliates shall have duly executed the Intercreditor AgreementStorage Facilities Agreement in form and in substance satisfactory to ▇▇▇▇ and provided ▇▇▇▇ satisfactory documentation that it has secured, for the benefit of ▇▇▇▇, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (vid) MSCG The Required Storage and Transportation Arrangements shall have been duly executed by the Company’s Affiliates and all third parties thereto and shall have been assigned, modified and/or replaced in a manner satisfactory to ▇▇▇▇ so that arrangements in form and substance similar in all material respects are in effect hereunder; PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (e) The Company shall have duly executed the Payment Direction LetterMarketing and Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (viif) DCR The Company shall have provided ▇▇▇▇ with evidence, in a form satisfactory to ▇▇▇▇, that the Commencement Date Volumes will be sold to ▇▇▇▇ free and clear of any Liens under or pursuant to the Term Credit Agreement and the security documents related thereto; (g) The Company shall have duly executed the Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (h) The Company shall have delivered to ▇▇▇▇ a certificate signed by the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Corporate Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency as to incumbency, due authorization, board approval and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunderresolutions; (viiii) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Counsel—Corporate; (j) The Company shall have delivered to ▇▇▇▇ a legal opinion from its outside counsel, in form and substance satisfactory to ▇▇▇▇, that the transactions contemplated hereunder do not conflict with the obligations of the Company or PPC under agreements relating to indebtedness for borrowed money or other material agreements to which the Company or PPC is a party; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) DCR If required by ▇▇▇▇, the Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15by Article 15 below; (xin) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (o) All representations and warranties of DCR the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and; (xiip) DCR The Company shall have delivered to ▇▇▇▇ proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein; (q) The Company shall have entered into such security agreements and other documents (the “Inventory Lien Documents”) in form and substance satisfactory to ▇▇▇▇, granting ▇▇▇▇ a perfected, first priority security interest and lien on all (x) Crude Oil, Products and other hydrocarbon inventory of the Company and (y) proceeds (including accounts and cash proceeds) thereof (as further defined in the Inventory Lien Documents); and (r) The Company shall have delivered to ▇▇▇▇ an acknowledgement and agreement, in form and substance reasonable acceptable to ▇▇▇▇, duly executed by PPC, (i) confirming that PPC is acting solely as a processor under the Tolling Agreement and that it has no ownership interest in any of the Crude Oil, Products and other hydrocarbon inventory being processed at the Refinery or being held at any other third-party locations, except that from time to time PPC may purchase Product from the Company or ▇▇▇▇ at the racks for immediate resale at the point and (ii) agreeing to act in compliance with certain provisions of this Agreement with respect to the custody and handling of Crude Oil and Products.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be to consummate the Merger are subject to satisfaction by DCR of the following conditions precedent on and as of prior to the Commencement DateEffective Time: (ia) DCR That the shareholders of ▇▇▇▇, in accordance with Texas law, shall have duly executed approved the Step-in Merger. (b) That none of the shareholders of ▇▇▇▇ of Sale;shall have asserted dissenter's rights. (iic) PRCLLC That the Boards of Directors and PBFH Officers of Noxso and Mergerco shall have duly executed the Related Agreement resigned and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have delivered its Guaranty to are replaced by those designated by ▇▇▇▇;. (vd) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement; (vi) MSCG shall have duly executed the Payment Direction Letter; (vii) DCR shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunder; (viii) No action or proceeding That no material transactions shall have been instituted nor shall any action entered into by a Governmental Authority be threatened Mergerco or Noxso other than transactions in writingthe ordinary course of business since December 31, nor shall any order2001, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the except for those transactions and performance of the obligations contemplated by this Agreement;. (ixe) The Refinery and That no material adverse change shall have occurred in the Tanks shall not have been affected adversely by any casualty loss financial condition of either Mergerco or damageNoxso since December 31, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services;2001. (xf) DCR That Mergerco and Noxso shall each have delivered performed and complied in all material respects with the provisions and conditions of this Agreement to ▇▇▇▇ insurance certificates evidencing be performed and complied with and that the effectiveness of the insurance policies required of DCR pursuant to Section 15; (xi) All representations and warranties of DCR contained made by Mergerco and Noxso herein shall be are true and correct in all material respects on respects, both when made and as of the Commencement Date; andEffective Time. (xiig) DCR That Noxso shall have delivered complied fully with the applicable securities or "blue sky" laws of any state or other governmental body in connection with the Merger. (h) That Noxso and Mergerco shall provide to ▇▇▇▇ proper notificationexecuted documentation from all persons owed funds by Noxso, exemption or resale certificates or direct pay permits which documentation shall be in form and substance satisfactory to ▇▇▇▇'▇ counsel, that evidence that no Liabilities exist. (i) That ▇▇▇▇ shall have received an opinion from counsel to Mergerco and Noxso in substantially the form of EXHIBIT 9(H). (j) That ▇▇▇▇ shall have received a good standing certificate and certified by-laws of Noxso and Mergerco as may of the date of Closing. (k) That ▇▇▇▇ shall have received such other documents that it reasonably has requested. (l) Compliance with the provisions of this SECTION 9 shall be required pursuant evidenced by the certificate of the President and Secretary of Noxso and the certificate of the President and Secretary of Mergerco to Section 14.1be delivered at Closing.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Company Inventory Sales Agreement shall have been duly executed by the Step-in Company and, pursuant thereto, the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the portion of Salethe Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (iib) PRCLLC and PBFH shall have duly executed the Related The Existing Supplier/Offtaker Inventory Sales Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfiedduly executed by the Existing Supplier/Offtaker and the Company and, pursuant thereto, the Existing Supplier/Offtaker and the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (iiic) DCR and PRCLLC The Company shall have duly executed agreed to a form of the Bridging Agreement; (iv) DCR shall have delivered its Guaranty Step-Out Inventory Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (vd) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC Company shall have duly executed the Intercreditor AgreementStorage Facilities Agreement in form and in substance satisfactory to ▇▇▇▇ and provided ▇▇▇▇ satisfactory documentation that it has secured, for the benefit of ▇▇▇▇, full, unencumbered storage and usage rights of the Storage Facilities; (vie) MSCG The Company shall have duly executed the Payment Direction LetterMarketing and Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (viif) DCR The Company shall have duly executed the Agency Agreement in form and in substance satisfactory to ▇▇▇▇; (g) The Company shall have provided ▇▇▇▇ with evidence, in a form reasonably satisfactory to ▇▇▇▇, that the Commencement Date Volumes will be sold to ▇▇▇▇ free and clear of any Liens, other than Permitted S&O Liens; (h) ▇▇▇▇ shall have received evidence, reasonably satisfactory to it, confirming that, as of the Commencement Date, (i) the Framework Agreement between the Company and the Existing Supplier/Offtaker has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination); (ii) the ABL Credit Agreement has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination) and (iii) there are no other Existing Financing Agreements outstanding; (i) The Company shall have duly executed the Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (j) The Company shall have duly executed the Master Netting Agreement in form and in substance satisfactory to ▇▇▇▇; (k) The Company shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures appropriate officer of the officers of each of PBFH Company certifying as to incumbency, due authorization, board approval and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunderresolutions; (viiil) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by the General Counsel of the Company; (m) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ixn) The Neither the Refinery and nor any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesIncluded Locations; (xo) DCR The Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies and endorsements required of DCR pursuant to Section 15by Article 16 below; (xip) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (q) All representations and warranties of DCR the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and; (xiir) DCR The Company shall have delivered to ▇▇▇▇ proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein; (s) The Company shall have entered into the Lien Documents granting and perfecting in favor of ▇▇▇▇ the security interest and lien contemplated thereby and all actions necessary to perfect the Liens granted thereunder shall have been completed, including (i) the filing of UCC financing statements, (ii) the submission of the Mortgage for filing with appropriate Governmental Authorities, and (iii) the delivery of any certificates and transfer instruments required pursuant under the Pledge and Security Agreement or the Equity Pledge Agreement; (t) The Company shall have duly executed the Environmental Indemnity Agreement in form and in substance satisfactory to ▇▇▇▇; (u) ▇▇▇▇ shall have received written confirmation that (i) all UCC filings in favor of the Existing Supplier/Offtaker or the creditors under the Existing Financing Agreements have been authorized for termination and that applicable termination statements shall be submitted for filing upon the Commencement Date, (ii) any mortgages in favor of the Existing Supplier/Offtaker or such creditors have been authorized for release and that applicable mortgage releases shall be submitted for filing upon the Commencement Date and (iii) all liens in favor of the Existing Supplier/Offtaker or such creditors have been terminated or will be terminated upon proper filing; (v) ▇▇▇▇ shall have received written confirmation that, with respect to all Governmental Accounts (i) assignment of claims in favor of ▇▇▇▇ under the Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727, 41 U.S.C. 15), in form reasonably satisfactory to ▇▇▇▇, shall have been duly executed and filed with the relevant account debtors and (ii) all assignment of claims under such Act previously filed in favor of any other party have been cancelled; (w) A report of bulk sale or transfer with respect to the transfers contemplated by the Company Inventory Sales Agreement and the Existing Supplier/Offtaker Inventory Sales Agreement shall have been filed with the Hawaii Department of Taxation and ▇▇▇▇ shall have received a certificate from the Hawaii Director of Taxation confirming that ▇▇▇▇, as purchaser thereunder, has no liability with respect to any Hawaii state taxes due from either of the sellers thereunder; (x) On or prior to the Commencement Date, the Company shall have provided to ▇▇▇▇ an expected Product yield for the Refinery based on its then current operating forecast for the Refinery (the “Initial Estimated Yield”); and (y) ▇▇▇▇ shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Commencement Date required to be reimbursed or paid by the Company hereunder, under the Fee Letter or any other Transaction Document on or prior to such date, including (i) the Arrangement Fee, (ii) the Deferral Arrangement Fee and (iii) reimbursement or payment of Aron’s estimated out-of-pocket expenses of ▇▇▇▇ and its Affiliates (including reasonable fees, charges and disbursements of Aron’s counsel, experts and consultants). (z) The Initial Margin Amount shall have been posted with ▇▇▇▇ as contemplated by Section 14.14.3.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Inventory Sales Agreement shall have been duly executed by the Step-in Company and, pursuant thereto, the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the Commencement Date Volumes, free and clear of Saleall Liens; (iib) PRCLLC and PBFH The Company shall have duly executed agreed to a form of the Related Step-Out Inventory Sales Agreement in form and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have delivered its Guaranty in substance satisfactory to ▇▇▇▇; (vc) The Administrative Agent to the Revolving Credit AgreementCompany, PBFH, DCRC, PRCLLC PPC and TRC certain of PPC’s Affiliates shall have duly executed the Intercreditor AgreementStorage Facilities Agreement in form and in substance satisfactory to ▇▇▇▇ and provided ▇▇▇▇ satisfactory documentation that it has secured, for the benefit of ▇▇▇▇, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (vid) MSCG The Required Storage and Transportation Arrangements shall have been duly executed by the Company’s Affiliates and all third parties thereto and shall have been assigned, modified and/or replaced in a manner satisfactory to ▇▇▇▇ so that arrangements in form and substance similar in all material respects are in effect hereunder; (e) The Company shall have duly executed the Payment Direction LetterMarketing and Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (viif) DCR The Company shall have provided ▇▇▇▇ with evidence, in a form satisfactory to ▇▇▇▇, that the Commencement Date Volumes will be sold to ▇▇▇▇ free and PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. clear of any Liens under or pursuant to the Term Credit Agreement and the security documents related thereto; (g) The Company shall have duly executed the Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (h) The Company shall have delivered to ▇▇▇▇ a certificate signed by the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Corporate Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency as to incumbency, due authorization, board approval and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunderresolutions; (viiii) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Counsel—Corporate; (j) The Company shall have delivered to ▇▇▇▇ a legal opinion from its outside counsel, in form and substance satisfactory to ▇▇▇▇, that the transactions contemplated hereunder do not conflict with the obligations of the Company or PPC under agreements relating to indebtedness for borrowed money or other material agreements to which the Company or PPC is a party; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) DCR If required by ▇▇▇▇, the Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15set forth on Schedule F and otherwise comply with Article 15 below; (xin) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (o) All representations and warranties of DCR the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; andPORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (xiip) DCR The Company shall have delivered to ▇▇▇▇ proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein; (q) The Company shall have entered into such security agreements and other documents (the “Inventory Lien Documents”) in form and substance satisfactory to ▇▇▇▇, granting ▇▇▇▇ a perfected, first priority security interest and lien on all (x) Crude Oil, Products and other hydrocarbon inventory of the Company and (y) proceeds (including accounts and cash proceeds) thereof (as further defined in the Inventory Lien Documents); and (r) The Company shall have delivered to ▇▇▇▇ an acknowledgement and agreement, in form and substance reasonable acceptable to ▇▇▇▇, duly executed by PPC, (i) confirming that it is acting solely as a processor under the Tolling Agreement and that it has no ownership interest in any of the Crude Oil, Products and other hydrocarbon inventory being processed at the Refinery or being held at any other third-party locations, except that from time to time it may purchase Product from the Company at the racks for immediate resale at the point and (ii) agreeing to act in compliance with certain provisions of this Agreement with respect to the custody and handling of Crude Oil and Products.

Conditions to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ contemplated by this Agreement shall be subject to satisfaction by DCR the Company of the following conditions precedent on and as of the Commencement Date: (ia) DCR The Inventory Sales Agreement shall have been duly executed by the Step-in Company and, pursuant thereto, the Company shall have agreed to transfer to ▇▇▇▇ on the Commencement Date, all right, title and interest in and to the Commencement Date Volumes, free and clear of Saleall Liens; (iib) PRCLLC and PBFH The Company shall have duly executed agreed to the Related form of the Step-Out Inventory Sales Agreement in form and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) DCR and PRCLLC shall have duly executed the Bridging Agreement; (iv) DCR shall have delivered its Guaranty in substance satisfactory to ▇▇▇▇; (vc) The Administrative Agent Company shall have provided ▇▇▇▇ evidence, in a form satisfactory to ▇▇▇▇, that the Revolving Credit Agreement was duly terminated and all liens on any crude oil or products held in the Included Locations filed pursuant to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC Agreement have been released; (d) The Company shall have duly executed the Intercreditor AgreementStorage Facilities Agreement in form and in substance satisfactory to ▇▇▇▇ and provided ▇▇▇▇ satisfactory documentation that it has secured, for the benefit of ▇▇▇▇, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (vie) MSCG The Required Storage and Transportation Arrangements shall have been duly executed by the Company (and its Affiliates, if appropriate) and all third parties thereto; (f) The Company shall have duly executed the Payment Direction LetterMarketing and Sales Agreement in form and in substance satisfactory to ▇▇▇▇; (viig) DCR The Company shall have provided ▇▇▇▇ with evidence, in a form satisfactory to ▇▇▇▇, that the Commencement Date Volumes will be sold to ▇▇▇▇ free and clear of any liens under or pursuant to the Initial Term Credit Agreement and the security documents related thereto; (h) The Company shall have duly executed the Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (i) The Company shall have delivered to ▇▇▇▇ a certificate signed by the Secretary or an Assistant Secretary of PBFH ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Counsel—Corporate certifying (a) the incumbency as to incumbency, board approval, resolutions and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereundermatters; (viiij) The Company shall have delivered to ▇▇▇▇ an opinion of counsel, in form and substance satisfactory to ▇▇▇▇, covering such matters as ▇▇▇▇ shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Counsel—Corporate; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) DCR The Company shall have delivered to ▇▇▇▇ insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15set forth on Schedule F and otherwise comply with Article 15 below; (xin) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (o) All representations and warranties of DCR the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and (xiip) DCR The Company shall have delivered to ▇▇▇▇ proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein.