Common use of Monthly True-Up Amount Clause in Contracts

Monthly True-Up Amount. (a) Citi will use commercially reasonable efforts to provide to DKTS, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby), a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up Amount”). The Monthly True-Up Amount for any month shall be equal to: (i) the aggregate of the Gross True-Up Amount; minus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; minus (iii) the Ancillary Costs for such month; minus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule R, if applicable; minus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minus (vi) any Additional Costs determined pursuant to Section 10.3; plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2, as applicable; minus (viii) any other amount then due from DKTS to Citi under this Agreement or any other Transaction Document and which is attributable to such Refinery. The Monthly True-Up Amount for each Product Group and each Refinery shall be aggregated into a single amount and if such aggregate Monthly True-Up Amount is a positive number, such aggregate amount shall be due from Citi to DKTS and if such aggregate amount is a negative number, then the absolute value thereof shall be due from DKTS to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such Monthly True-Up Amount has been determined or if such calendar day is not a Business Day, the immediately following day which is a Business Day (the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the Monthly True-Up Payment Date, then DKTS shall pay the Monthly True-Up Amount within three (3) Business Days after receipt of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letter. (b) For purposes of determining the amounts due under sub-sections (i) and (ii) of Section 11.2(a), the definitions and formulas set forth on Schedule C shall apply. (c) For purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount and the Price, the definitions and formulas set forth on Schedule B shall apply.

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby)month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up up Amount”). The Monthly True-Up up Amount for any month shall be equal to: : (i) the aggregate of the Gross Monthly Crude Oil True-Up Amountup Amount (as defined in Schedule C); minus plus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; minus Aggregate Monthly Product True-up Amount (as defined in Schedule C), minus (iii) the Ancillary Costs for such month; minus , plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RMonthly Excluded Transaction Fee, if applicable; minus plus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minus Monthly Product Sales Adjustment, minus (vi) any Additional Costs determined pursuant to Section 10.3; plus the Monthly Cover Costs, plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2Monthly Working Capital Adjustment, as applicable; minus plus (viii) any other amount then due from DKTS ▇▇▇▇ to Citi the Company under this Agreement or any other Transaction Document and which is attributable Document, minus 40 (ix) any other amount then due from the Company to such Refinery▇▇▇▇ under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery shall be aggregated into a single amount and if such aggregate Monthly True-Up up Amount is a positive number, such aggregate amount shall be due from Citi ▇▇▇▇ to DKTS the Company, and if such aggregate amount the Monthly True-up Amount is a negative number, then the absolute value thereof shall be due from DKTS the Company to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such ▇▇▇▇. The Company shall pay any Monthly True-Up up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ within two (2) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the . ▇▇▇▇ shall pay any Monthly True-Up Payment Date, then DKTS shall pay up Amount due to the Monthly True-Up Amount Company within three two (32) Business Days after receipt making its definitive determination of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letteramount. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply and for purposes of determining the amount due under clause (v) of Section 10.2(a), the definitions and formula set forth in Schedule L shall apply. (c) For purposes of determining the Daily ValueMonthly Crude Oil True-up Amount for the first month of the Term hereof, and notwithstanding anything to the contrary in Schedule C: (i) the “Short Crude FIFO Position” as of the end of the prior month (i.e., February 2012) shall equal the lesser of (x) zero and (y) the Commencement Date Crude Oil Volume minus the Target Deviation Settlement Month End Crude Volume as of the Commencement Date; (ii) the “Long Crude FIFO Position” as of the end of the prior month shall equal the greater of (x) zero and (y) the Commencement Date Crude Oil Volume minus the Target Month End Crude Volume as of the Commencement Date; and (iii) the “FIFO Sale Price from Prior Month” shall equal the “Step-in Price” for all Crude Oil as determined pursuant to Schedule B. (d) For the purposes of determining each Monthly Product GroupsTrue-up Amount for the first month of the Term hereof, and notwithstanding anything to the Index Amount contrary in Schedule C: (i) the “Short Product FIFO Position” as of the end of the prior month (i.e., February 2012) for a particular Product Group shall equal the lesser of (x) zero and (y) the Commencement Date Product Volume for that Product Group minus the Target Month End Product Volume as of the Commencement Date for that Product Group; (ii) the “Long Product FIFO Position” as of the end of the prior month shall equal the greater of (x) zero and (y) the Commencement Date Product Volume for that Product Group minus the Target Month End Product Volume as of the Commencement Date for that Product Group; and 41 (iii) the “Product FIFO Purchase Price from Prior Month” shall equal the “Step-in Price, the definitions and formulas set forth on ” for such Product Group as determined pursuant to Schedule B shall apply.B.

Monthly True-Up Amount. (a) Citi Aron will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen five (155) Business Days after following receipt of the end of any month (or, if later, Ending In-Tank Crude Inventory and the date on which Citi has received from any third party all information necessary Ending In-Tank Product Inventory pursuant to perform the calculations contemplated hereby)Section 9.2, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up Amount”); provided that, if, at any time, the Liquidity of the Company is less than $50,000,000.00 for five (5) consecutive Business Days as of the last date the Company was required to report its Liquidity pursuant to Section 13.2(d), Aron may (but shall not be obligated to), in respect of any Monthly True-Up Amount, provide to the Company an estimate of such Monthly True-Up Amount associated with the applicable true-up month at any time on or after the first calendar day of the immediately following month, and each such estimated Monthly True-Up Amount shall be payable in accordance with this Section 10.2(a). The Monthly True-Up Amount for any month shall be equal toto the following in accordance with Schedule C: (i) the aggregate of the Gross Total Monthly Crude Oil True-Up AmountAmount (as defined in Schedule C); minusplus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; minusAggregate Monthly Product True-Up Amount (as defined in Schedule C), plus (iii) the aggregate amount of unpaid or unreimbursed Ancillary Costs for such month; minusmonth and any adjustments relating to estimated or paid Ancillary Cost, plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RCounterparty Crude Sales Fee for such month, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minusDiscretionary Draw Availability Fee and Discretionary Draw Utilization Fee, plus (vi) any Additional Costs determined pursuant to Section 10.3the Monthly Cover Costs; plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2, as applicable; minus (viii) any other amount then due from DKTS the Company to Citi Aron under this Agreement or any other Transaction Document and which is attributable Document, minus (viii) any Fee Credit, minus (ix) any other amount then due from Aron to such Refinerythe Company under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery is a negative number, then the absolute value of such number shall be aggregated into a single the amount due from Aron to the Company, and if such aggregate the Monthly True-Up Amount is a positive number, such aggregate amount shall be due from Citi the Company to DKTS and if such aggregate amount is a negative number, then the absolute value thereof Aron. Either Party shall be due from DKTS to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such Monthly pay any True-Up Amount has been determined or if due to the other Party no later than two (2) Business Days after such calendar day is not a Business Day, Party’s receipt of the immediately following day which is a Business Day (the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount. For the avoidance of doubt, the difference between any provisional payment amount in respect of a J. Aron Payment Obligation and the ultimate amount payable under any LC Related Aron Procurement Contract shall be subject to the true-up provisions under Section 10.1 and this Section 10.2, provided that, for the avoidance of doubt, the full amount of a J. Aron Payment Obligation shall be deposited to the Collection Account upon satisfaction of the conditions set forth in Section 5.13(d)(i) by the third (3rd) Business Day immediately preceding the rather than being incorporated into any Interim Payments and Monthly True-Up Payment Date, then DKTS shall pay the Monthly True-Up Amount within three (3) Business Days after receipt of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee LetterAmounts. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply. (c) For apply and for purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount amount due under clause (v) and the Price(vi) of Section 10.2(a), the definitions and formulas formula set forth on in Schedule B F shall apply. In addition, the Fee Letter contains various definitions and formulas that shall be applied for purposes of determining certain of the amounts referred to in Section 10.2(a).

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby)month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up up Amount”). The Monthly True-Up up Amount for any month shall be equal to: (i) the aggregate of the Gross Monthly Crude Oil True-Up Amountup Amount (as defined in Schedule C); minusplus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; “Aggregate Monthly Product True-up Amount” (as defined in Schedule C), minus (iii) the Ancillary Costs for such month; minus, plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RMonthly Excluded Transaction Fee, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; Monthly Product Sale Adjustment, minus (vi) any Additional Costs determined pursuant to Section 10.3; the Monthly Cover Costs, plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2Monthly Working Capital Adjustment, as applicable; minus (viii) the Aggregate Monthly Purchased Products Fee, plus (ix) any other amount then due from DKTS ▇▇▇▇ to Citi the Company under this Agreement or any other Transaction Document and which is attributable Document, minus (x) any other amount then due from the Company to such Refinery▇▇▇▇ under this Agreement or any other Transaction Document. The PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. If the Monthly True-Up Amount for each Product Group and each Refinery shall be aggregated into a single amount and if such aggregate Monthly True-Up up Amount is a positive number, such aggregate amount shall be due from Citi ▇▇▇▇ to DKTS the Company, and if such aggregate amount the Monthly True-up Amount is a negative number, then the absolute value thereof shall be due from DKTS the Company to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such ▇▇▇▇. The Company shall pay any Monthly True-Up up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ within two (2) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the . ▇▇▇▇ shall pay any Monthly True-Up Payment Date, then DKTS shall pay up Amount due to the Monthly True-Up Amount Company within three two (32) Business Days after receipt making its definitive determination of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letteramount. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply and for purposes of determining the amount due under clause (v) of Section 10.2(a), the definitions and formula set forth in Schedule L shall apply. (c) For purposes of determining the Daily ValueMonthly Crude Oil True-up Amount for the first month of the Term hereof, and notwithstanding anything to the Target Deviation Settlement for all Product Groups, the Index Amount and the Price, the definitions and formulas set forth on contrary in Schedule B shall apply.C:

Monthly True-Up Amount. (a) Citi Aron will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen five (155) Business Days after following receipt of the end of any month (or, if later, Ending In-Tank Crude Inventory and the date on which Citi has received from any third party all information necessary Ending In-Tank Product Inventory pursuant to perform the calculations contemplated hereby)Section 9.2, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up Amount”); provided that, if, at any time, the Liquidity of the Company is less than $50,000,000.00 for five (5) consecutive Business Days as of the last date the Company was required to report its Liquidity pursuant to Section 13.2(d), Aron may (but shall not be obligated to), in respect of any Monthly True-Up Amount, provide to the Company an estimate of such Monthly True-Up Amount associated with the applicable true-up month at any time on or after the first calendar day of the immediately following month, and each such estimated Monthly True-Up Amount shall be payable in accordance with this Section 10.2(a). The Monthly True-Up Amount for any month shall be equal toto the following in accordance with Schedule C: (i) the aggregate of the Gross Total Monthly Crude Oil True-Up AmountAmount (as defined in Schedule C); minusplus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; minusAggregate Monthly Product True-Up Amount (as defined in Schedule C), plus (iii) the aggregate amount of unpaid or unreimbursed Ancillary Costs for such month; minusmonth and any adjustments relating to estimated or paid Ancillary Cost, plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RCounterparty Crude Sales Fee for such month, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minusDiscretionary Draw Availability Fee and Discretionary Draw Utilization Fee, plus (vi) any Additional Costs determined pursuant to Section 10.3the Monthly Cover Costs; plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2, as applicable; minus (viii) any other amount then due from DKTS the Company to Citi Aron under this Agreement or any other Transaction Document and which is attributable Document, minus (viii) any Fee Credit, minus (ix) any other amount then due from Aron to such Refinerythe Company under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery is a negative number, then the absolute value of such number shall be aggregated into a single the amount due from Aron to the Company, and if such aggregate the Monthly True-Up Amount is a positive number, such aggregate amount shall be due from Citi the Company to DKTS and if such aggregate amount is a negative number, then the absolute value thereof Aron. Either Party shall be due from DKTS to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such Monthly pay any True-Up Amount has been determined or if due to the other Party no later than two (2) Business Days after such calendar day is not a Business Day, Party’s receipt of the immediately following day which is a Business Day (the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the Monthly True-Up Payment Date, then DKTS shall pay the Monthly True-Up Amount within three (3) Business Days after receipt of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letter. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply. (c) For apply and for purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount amount due under clause (v) and the Price(vi) of Section 10.2(a), the definitions and formulas formula set forth on in Schedule B F shall apply. In addition, the Fee Letter contains various definitions and formulas that shall be applied for purposes of determining certain of the amounts referred to in Section 10.2(a).

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby)month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up up Amount”). The Monthly True-Up up Amount for any month shall be equal to: (i) the aggregate Cumulative Interim Paid Amount as of the Gross then current Monthly True-Up Amount; up Date, minus (ii) the Flex Layer Passback Fee for all applicable Flex Layer VolumesGross Monthly Crude Value (as defined on Schedule C); minus (iii) the Ancillary Costs for such month; sum of the Gross Monthly Product Values (as defined on Schedule C), minus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RAncillary Costs for such month, if applicable; minus plus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minusMonthly Excluded Transaction Fee, plus (vi) any Additional Costs determined pursuant to Section 10.3; plusthe Monthly Product Sales Adjustment, minus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2Monthly Cover Costs, as applicable; minusplus (viii) the Monthly Working Capital Adjustment, plus (ix) any other amount then due from DKTS ▇▇▇▇ to Citi the Company under this Agreement or any other Transaction Document and which is attributable Document, minus (x) any Excess LC Fee for such month, minus (xi) any other amount then due from the Company to such Refinery▇▇▇▇ under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery shall be aggregated into a single amount and if such aggregate Monthly True-Up up Amount is a positive number, such aggregate amount shall be due from Citi reflected in the Interim Reset Amount, each as fixed as of the then current Monthly True Up Date pursuant to DKTS and if such aggregate amount Section 10.1(a) above. If the Monthly True-up Amount is a negative number, then the absolute value thereof shall be due from DKTS the Company to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such ▇▇▇▇. The Company shall pay any Monthly True-Up up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ within two (2) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the Monthly True-Up Payment Date, then DKTS shall pay the Monthly True-Up Amount within three (3) Business Days after receipt of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letter. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on Schedule C shall apply. (c) For apply and for purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount and the Priceamount due under clause (v) of Section 10.2(a), the definitions and formulas formula set forth on Schedule B L shall apply.

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen five (155) Business Days after following receipt of the end of any month (or, if later, Ending In-Tank Crude Inventory and the date on which Citi has received from any third party all information necessary Ending In-Tank Product Inventory pursuant to perform the calculations contemplated hereby)Section 9.2, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up Amount”). The Monthly True-Up Amount for any month shall be equal to: (i) the aggregate of the Gross Total Monthly Crude Oil True-Up AmountAmount (as defined in Schedule C); minusplus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; minusAggregate Monthly Product True-Up Amount (as defined in Schedule C), plus (iii) the aggregate amount of unpaid or unreimbursed Ancillary Costs for such month; minusmonth and any adjustments relating to estimated or paid Ancillary Cost, plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RCounterparty Crude Sales Fee for such month, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minusDeferral Fee for such month, plus (vi) any Additional Costs determined pursuant to Section 10.3; the Deferred Payment Availability Fee for such month, plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2, as applicableMonthly Cover Costs; minusplus (viii) any other amount then due from DKTS the Company to Citi ▇▇▇▇ under this Agreement or any other Transaction Document and which is attributable Document, minus (ix) any other amount then due from ▇▇▇▇ to such Refinerythe Company under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery is a negative number, then the absolute value of such number shall be aggregated into a single the amount due from ▇▇▇▇ to the Company, and if such aggregate the Monthly True-Up Amount is a positive number, such aggregate amount shall be due from Citi the Company to DKTS and if such aggregate amount is a negative number, then the absolute value thereof ▇▇▇▇. The Company shall be due from DKTS to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such pay any Monthly True-Up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ no later than the earlier of (i) twenty (20) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amountamount or (ii) by the third (3rd) last Business Day immediately preceding the Monthly True-Up Payment Date, then DKTS of such month. ▇▇▇▇ shall pay the any Monthly True-Up Amount within three due to the Company no later than the earlier of (3i) fifteen (15) Business Days after receipt making its definitive determination of such monthly invoice and related supporting documentation. If amount or (ii) the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting last Business Day of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Lettersuch month. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply. (c) For apply and for purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount amount due under clause (v) and the Price(vi) of Section 10.2(a), the definitions and formulas formula set forth on in Schedule B F shall apply. In addition, the Fee Letter contains various definitions and formulas that shall be applied for purposes of determining certain of the amounts referred to in Section 10.2(a).

Monthly True-Up Amount. (a) Citi A▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby)month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up up Amount”). The Monthly True-Up up Amount for any month shall be equal to: (i) the aggregate of the Gross Monthly Crude Oil True-Up Amountup Amount (as defined in Schedule C); minusplus NY2-683668 (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; Aggregate Monthly Product True-up Amount (as defined in Schedule C), minus (iii) the Ancillary Costs for such month; minus, plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RMonthly Excluded Transaction Fee, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; Monthly Product Sales Adjustment, minus (vi) any Additional Costs determined pursuant to Section 10.3; the Monthly Cover Costs, plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2Monthly Working Capital Adjustment, as applicable; minusplus (viii) any other amount then due from DKTS A▇▇▇ to Citi the Company under this Agreement or any other Transaction Document and which is attributable Document, minus (ix) any other amount then due from the Company to such RefineryA▇▇▇ under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery shall be aggregated into a single amount and if such aggregate Monthly True-Up up Amount is a positive number, such aggregate amount shall be due from Citi A▇▇▇ to DKTS the Company, and if such aggregate amount the Monthly True-up Amount is a negative number, then the absolute value thereof shall be due from DKTS the Company to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such A▇▇▇. The Company shall pay any Monthly True-Up up Amount has been determined or if such calendar day is not a due to A▇▇▇ within two (2) Business Day, Days after the immediately following day which is a Business Day (Company's receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the . A▇▇▇ shall pay any Monthly True-Up Payment Date, then DKTS shall pay up Amount due to the Monthly True-Up Amount Company within three two (32) Business Days after receipt making its definitive determination of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letteramount. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply and for purposes of determining the amount due under clause (v) of Section 10.2(a), the definitions and formula set forth in Schedule L shall apply. (c) For purposes of determining the Daily ValueMonthly Crude Oil True-up Amount for the first month of the Term hereof, and notwithstanding anything to the Target Deviation Settlement for all Product Groups, the Index Amount and the Price, the definitions and formulas set forth on contrary in Schedule B shall apply.C:

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby)month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-true- NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. up payment for each Refinery in respect of each Product Group (the “Monthly True-Up Amount”). The Monthly True-Up Amount for any month shall be equal to: (i) the aggregate Cumulative Interim Paid Amount as of the Gross then current Monthly True-Up Amount; Date, minus (ii) the Flex Layer Passback Fee for all applicable Flex Layer VolumesGross Monthly Crude Oil Value (as defined on Schedule C); minus (iii) the Ancillary Costs for such month; sum of the Gross Monthly Product Values (as defined on Schedule C), minus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RAncillary Costs for such month, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minusMonthly Excluded Transaction Fee, plus (vi) any Additional Costs determined pursuant to Section 10.3; plusthe Monthly Product Sale Adjustment, minus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2Monthly Cover Costs, as applicable; minusplus (viii) the Monthly Working Capital Adjustment, plus (ix) any other amount then due from DKTS ▇▇▇▇ to Citi the Company under this Agreement or any other Transaction Document and which is attributable Document, minus (x) any Excess LC Fee for such month, minus (xi) any other amount then due from the Company to such Refinery▇▇▇▇ under this Agreement or any other Transaction Document. The Monthly True-Up Amount for each Product Group and each Refinery shall be aggregated into a single amount and if such aggregate If the Monthly True-Up Amount is a positive number, such aggregate amount shall be due from Citi reflected in the Interim Reset Amount, each as fixed as of the then current Monthly True-Up Date pursuant to DKTS and if such aggregate amount Section 10.1(a) above. If the Monthly True-Up Amount is a negative number, then the absolute value thereof shall be due from DKTS the Company to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such ▇▇▇▇. The Company shall pay any Monthly True-Up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ within two (2) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by . Notwithstanding anything herein to the third (3rd) Business Day immediately preceding the Monthly True-Up Payment Datecontrary, then DKTS shall pay for purposes of determining the Monthly True-Up Amount within three with respect to December 2013, the amounts under clauses (3ii) Business Days after receipt of such monthly invoice and related supporting documentation. If (iii) above shall be determined based on Schedule C as in effect under the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant Original Agreement immediately prior to the Fee Letterdate hereof. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on Schedule C shall apply and for purposes of determining the amount due under clause (viii) of Section 10.2(a), the definitions and formula set forth on Schedule L shall apply. (c) For the purposes of determining the Daily ValueMonthly True-Up Amount for April 2017 and May 2017, and notwithstanding anything to the contrary on Schedule C, the Target Deviation Settlement NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. Parties agree that additional sums shall be owing from one Party to the other to reflect the net amounts that would have been due between the Parties had the First Restated Agreement expired on the Expiration Date thereof (including the purchase by the Company of Crude Oil and Products pursuant to the Step-Out Inventory Sales Agreement contemplated thereby) and this Agreement had been entered into and became effective on the Second Adjustment Date (with the purchase by ▇▇▇▇ on the Second Adjustment Date of Crude Oil and Products pursuant to a document comparable to the Inventory Sales Agreements), the calculation of such net amounts being illustrated on Schedule II hereto. The amounts determined and payable under this Section 10.2(c) shall be included as part of the Monthly True-Up Amounts for April 2017 and May 2017, which shall be payable in May 2017 and June 2017, respectively as further described in Schedule II. (d) In connection with determining the Monthly True-Up Amount for any month prior to May 2017, the Pricing Benchmarks with respect to the Asphalt Product Group are to be applied so as to implement the following further terms and conditions: (i) For each month, an amount equal to 25% of the Gross Monthly Product Value (as defined in Schedule C) for Asphalt Product Group for such month shall be determined, which amount may be positive or negative; (ii) The amount determined under clause (i) above for any month shall be added to the amounts determined for all Product Groupsprior months under clause (i) above (commencing with May 2011 and terminating with April 2017); (iii) If the sum of the amounts determined under clause (ii) above is positive, such positive sum shall constitute a contingent payable due from ▇▇▇▇ to the Company; (iv) If the sum of the amounts determined under clause (ii) above is negative, the Index Amount and absolute value of that sum shall constitute a contingent payable due from the PriceCompany to ▇▇▇▇; and (v) Any such contingent payable shall become due from one party to the other only upon termination of this Agreement, in which case such payable shall be settled together with all other amounts due to between the definitions and formulas set forth on Schedule B parties in connection with such termination; provided that in the case of termination pursuant to Article 20 hereof, such contingent payable shall applybe settled as contemplated by Article 20.

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby)month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up up Amount”). The Monthly True-Up up Amount for any month shall be equal to: (i) the aggregate of the Gross Monthly Crude Oil True-Up Amountup Amount (as defined in Schedule C); minusplus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; minus Aggregate Monthly Product True-up Amount (as defined in Schedule C), minus (iii) the Ancillary Costs for such month; minus , plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RMonthly Excluded Transaction Fee, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; Monthly Product Sales Adjustment, minus (vi) any Additional Costs determined pursuant to Section 10.3; the Monthly Cover Costs, plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2Monthly Working Capital Adjustment, as applicable; minusplus (viii) any other amount then due from DKTS ▇▇▇▇ to Citi the Company under this Agreement or any other Transaction Document and which is attributable Document, minus 40 (ix) any other amount then due from the Company to such Refinery▇▇▇▇ under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery shall be aggregated into a single amount and if such aggregate Monthly True-Up up Amount is a positive number, such aggregate amount shall be due from Citi ▇▇▇▇ to DKTS the Company, and if such aggregate amount the Monthly True-up Amount is a negative number, then the absolute value thereof shall be due from DKTS the Company to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such ▇▇▇▇. The Company shall pay any Monthly True-Up up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ within two (2) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the . ▇▇▇▇ shall pay any Monthly True-Up Payment Date, then DKTS shall pay up Amount due to the Monthly True-Up Amount Company within three two (32) Business Days after receipt making its definitive determination of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letteramount. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply. (c) For apply and for purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount and the Priceamount due under clause (v) of Section 10.2(a), the definitions and formulas formula set forth on in Schedule B L shall apply.

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen (15) Business Days after the end of any month (or, if later, the date on which Citi has received from any third party all information necessary to perform the calculations contemplated hereby)month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up Amount”). The Monthly True-Up Amount for any month shall be equal to: (i) the aggregate Cumulative Interim Paid Amount as of the Gross then current Monthly True-Up Amount; Date, minus (ii) the Flex Layer Passback Fee for all applicable Flex Layer VolumesGross Monthly Crude Oil Value (as defined on Schedule C); minus (iii) the sum of the Gross Monthly Product Values (as defined on Schedule C), minus (iv) the Ancillary Costs for such month; , plus (v) the Monthly Excluded Transaction Fee, plus (vi) the Monthly Product Sale Adjustment, minus (ivvii) the Monthly Cover Costs, plus (viii) the Monthly Working Capital Adjustment, plus (ix) any other amount then due from ▇▇▇▇ to the Company under this Agreement or any other Transaction Document (including without limitation any Additional Monthly Fee due to the Company, inclusive of the Lion Monthly Deferral Amount calculated in accordance with Schedule HH of this Agreement, if applicable), minus (x) any Excess LC Fee for such month, minus (xi) any LC Fee for such month, minus (xii) any other amount then due from the Company to ▇▇▇▇ under this Agreement or any other Transaction Document (including without limitation any Additional Monthly Fee due to ▇▇▇▇), plus (xiii) the Price Adjustment Settlement Amount calculated in accordance with Schedule RGG, if applicable; minus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minus (vi) any Additional Costs determined pursuant to Section 10.3; plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2, as applicable; minus (viii) any other amount then which, if positive, shall be due from DKTS ▇▇▇▇ to Citi under this Agreement or any other Transaction Document and which is attributable to such Refinery. The Monthly True-Up Amount for each Product Group and each Refinery the Company and, if negative, shall be aggregated into a single amount and if such aggregate due from the Company to ▇▇▇▇. If the Monthly True-Up Amount is a positive number, such aggregate amount shall be due from Citi reflected in the Interim Reset Amount, each as fixed as of the then current Monthly True-Up Date pursuant to DKTS and if such aggregate amount Section 10.1(a) above. If the Monthly True-Up Amount is a negative number, then the absolute value thereof shall be due from DKTS the Company to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such ▇▇▇▇. The Company shall pay any Monthly True-Up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ within two (2) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amount) by the third (3rd) Business Day immediately preceding the Monthly True-Up Payment Date, then DKTS shall pay the Monthly True-Up Amount within three (3) Business Days after receipt of such monthly invoice and related supporting documentation. If the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Letter. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on Schedule C shall apply and for purposes of determining the amount due under clause (viii) of Section 10.2(a), the definitions and formula set forth on Schedule L shall apply. (c) For the purposes of determining the Monthly True-Up Amount for April 2020 and May 2020, and notwithstanding anything to the contrary on Schedule C, the Parties agree that additional sums shall be owing from one Party to the other to reflect the net amounts that would have been due between the Parties had the Second Restated Agreement expired on the Expiration Date thereof (including the purchase by the Company of Crude Oil and Products pursuant to the Step-Out Inventory Sales Agreement contemplated thereby) and this Agreement had been entered into and became effective on the Third Restatement Adjustment Date (with the purchase by ▇▇▇▇ on the Third Restatement Adjustment Date of Crude Oil and Products pursuant to a document comparable to the Inventory Sales Agreements). The amounts determined and payable under this Section 10.2(c) shall be included as part of the Monthly True-Up Amounts for April 2020 and May 2020, which shall be payable in May 2020 and June 2020, respectively. (d) Prior to the Third Restatement Adjustment Date, for purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount Short Crude FIFO Value and the Long Crude FIFO Value Price, in each case, for the Crude Product Group for Volume in Excess of Baseline Volume, the definitions and formulas for the “Base Calculation”, the “Alternate Calculation” and the “Light Sweet Crude Oil Futures Contract”, in each case, set forth on Schedule B B-1 shall apply. (e) On and after the Third Restatement Adjustment Date, for purposes of determining the Daily Value, the Short Crude FIFO Value and the Long Crude FIFO Value Price, in each case, for the Crude Product Group for Volume in Excess of Baseline Volume, the definitions and formulas for the “Crude Index Calculation” set forth on Schedule B-2 shall apply.

Monthly True-Up Amount. (a) Citi ▇▇▇▇ will use commercially reasonable efforts to provide to DKTSthe Company, within fifteen five (155) Business Days after following receipt of the end of any month (or, if later, Ending In-Tank Crude Inventory and the date on which Citi has received from any third party all information necessary Ending In-Tank Product Inventory pursuant to perform the calculations contemplated hereby)Section 9.2, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment for each Refinery in respect of each Product Group (the “Monthly True-Up Amount”). The Monthly True-Up Amount for any month shall be equal to: (i) the aggregate of the Gross Total Monthly Crude Oil True-Up AmountAmount (as defined in Schedule C); minusplus (ii) the Flex Layer Passback Fee for all applicable Flex Layer Volumes; minusAggregate Monthly Product True-Up Amount (as defined in Schedule C), plus (iii) the aggregate amount of unpaid or unreimbursed Ancillary Costs for such month; minusmonth and any adjustments relating to estimated or paid Ancillary Cost, plus (iv) the Price Adjustment Settlement Amount calculated in accordance with Schedule RCounterparty Crude Sales Fee for such month, if applicable; minusplus (v) the Net Deferred Amount Payment determined pursuant to Section 11.3; minusDeferral Fee for such month, plus (vi) any Additional Costs determined pursuant to Section 10.3; the Deferred Payment Availability Fee for such month, plus (vii) the Market Structure Fee determined pursuant to Section 8.1 or Section 8.2, as applicableMonthly Cover Costs; minusplus (viii) any other amount then due from DKTS the Company to Citi ▇▇▇▇ under this Agreement or any other Transaction Document and which is attributable Document, minus (ix) any other amount then due from ▇▇▇▇ to such Refinerythe Company under this Agreement or any other Transaction Document. The If the Monthly True-Up Amount for each Product Group and each Refinery is a negative number, then the absolute value of such number shall be aggregated into a single the amount due from ▇▇▇▇ to the Company, and if such aggregate the Monthly True-Up Amount is a positive number, such aggregate amount shall be due from Citi the Company to DKTS and if such aggregate amount is a negative number, then the absolute value thereof ▇▇▇▇. The Company shall be due from DKTS to Citi, in each case, on the twenty-fifth (25th) calendar day after the end of the month for which such pay any Monthly True-Up Amount has been determined or if such calendar day is not a due to ▇▇▇▇ no later than the earlier of (i) fifteen (15) Business Day, Days after the immediately following day which is a Business Day (Company’s receipt of the “Monthly True-Up Payment Date”); provided that if Citi has not provided DKTS with a monthly invoice detailing such aggregate Monthly True-Up Amount (including and all related documentation supporting the invoiced amountamount or (ii) by the third (3rd) last Business Day immediately preceding the Monthly True-Up Payment Date, then DKTS of such month. ▇▇▇▇ shall pay the any Monthly True-Up Amount within three due to the Company no later than the earlier of (3i) fifteen (15) Business Days after receipt making its definitive determination of such monthly invoice and related supporting documentation. If amount or (ii) the Monthly True-Up Amount is an amount payable by Citi to DKTS, Citi shall (without double counting last Business Day of any amounts already accounted for in sub-section (viii) above) reduce the Monthly True-Up Amount by an amount equal to any fees due and owing as of the Monthly True-Up Payment Date from DKTS to Citi pursuant to the Fee Lettersuch month. (b) For purposes of determining the amounts due under sub-sections clauses (i) and (ii) of Section 11.2(a10.2(a), the definitions and formulas set forth on in Schedule C shall apply. (c) For apply and for purposes of determining the Daily Value, the Target Deviation Settlement for all Product Groups, the Index Amount amount due under clause (v) and the Price(vi) of Section 10.2(a), the definitions and formulas formula set forth on in Schedule B F shall apply. In addition, the Fee Letter contains various definitions and formulas that shall be applied for purposes of determining certain of the amounts referred to in Section 10.2(a).