to the ISDA 2002 MASTER AGREEMENT dated as of October 3, 2023 between WELLS FARGO COMMODITIES, LLC (“Party A”) and MONTANA RENEWABLES, LLC (“Party B”)

Part 1.

Termination Provisions

(a)

“Specified Entity” means, with respect to Party A and Party B for all purposes of this Agreement, none specified.

(b)

“Specified Transaction” has its meaning as defined in Section 14, provided that for purposes of Section 5(a)(v), “Specified Transaction” shall also mean any Physical Commodity Transaction; provided further that an Event of Default shall not occur under Section 5(a)(v) for any failure to make or take delivery of a commodity under a Physical Commodity Transaction if such failure results from force majeure or such commodity (or a means for making or taking delivery of such commodity) is unavailable to effect such delivery for a reason unrelated to the financial condition of the relevant party (or its Credit Support Provider or Specified Entity) acting in good faith, where:

(c)

“Cross Default” shall apply to Party B and shall not apply to Party A.

(d)

“Credit Event Upon Merger” shall apply to Party B and shall not apply to Party A, provided that the provisions of Section 5(b)(v)(2) and 5(b)(v)(3) shall not apply, shall be deemed deleted, and shall be without

(e)

“Automatic Early Termination” does not apply to either party.

(i)

Notwithstanding the foregoing, if the bankruptcy or insolvency laws of the jurisdiction in which the Defaulting Party is organized or formed do not expressly permit the Non-defaulting Party to exercise its rights under Section 6(a) for an Event of Default under Section 5(a)(vii)(4) or (6) with respect to the Defaulting Party, then Automatic Early Termination shall apply to the Defaulting Party.

(ii)

In addition to the provisions of Section 6(e)(iii), if an Early Termination Date occurs under Section 6(a) as the result of Automatic Early Termination, and if the Non-defaulting Party determines that it either sustained or incurred a loss or damage or benefited from a gain in respect of any Transaction, as a result of any change in one or more rates, prices, yields, quotations, volatilities, spreads or other measures of economic value or risk relevant to that Transaction or to any related hedge of the Non-defaulting Party between that Early Termination Date and the date upon which the Non-defaulting Party first becomes aware of the occurrence of that Early Termination Date, then the Termination Currency Equivalent of the amount of such loss or damage shall be added to the amount due by the Defaulting Party or deducted from the amount due by the Non-defaulting Party, as the case may be (in both cases pursuant to Section 6(e)(i)), or the Termination Currency Equivalent of the amount of such gain shall be deducted from the amount due by the Defaulting Party or added to the amount due by the Non-defaulting Party, as the case may be (in both cases pursuant to Section 6(e)(i)).

(f)

“Termination Currency” means U.S. Dollars.

(g)

“Additional Termination Event” shall apply and each of the following events or circumstances shall be an Additional Termination Event in respect of which Party B is the sole Affected Party and all Transactions are Affected Transactions:

(i)

Change of Control. The occurrence of a Change of Control.

(ii)

Sale of Refinery. Party B or any of its Subsidiaries sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of the assets that constitute the Refinery.

(iii)

Going Concern Qualification. Any annual financial statement delivered under Part 3 of this Schedule or any related correspondence from Party B’s and/or Parent’s independent certified public accountants contains a “going concern” or like qualification or exception as certified by Party B’s and/or Parent’s independent certified public accountants.

(iv)

[Reserved]

(v)

Judgments. There is entered against Party B or Parent (A) one or more final judgments or orders for the payment of money in an aggregate amount (as to all judgments and orders) exceeding $10,000,000 (in the case of Party B or  Parent) (in each case to the extent not covered by independent third-party insurance) which is not paid when due in accordance with its terms, or (B) one or more non-monetary final orders of a court of competent jurisdiction that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(vi)

Breach of Base Agreement. Party B fails, after giving effect to any applicable notice requirement or grace period, to perform its obligations under, comply with, or maintain in any material respect any Base Agreement (except the Base Agreements identified in clause (a) of such defined term),

(vii)

Montana Gasoline/Special Fuel Distributor License. Party A is unable, after using commercially reasonable efforts, to obtain a Gasoline/Special Fuel Distributor License from the Montana Department of Transportation within 60 calendar days of the date of this Agreement.

(viii)

BNSF Acknowledgement. Party B fails to use commercially reasonable efforts to procure the delivery to Party A, within 60 calendar days of the date of this Agreement, of an acknowledgement from BNSF Railway Company of Party A’s rights to direct the transportation or disposition of any Collateral Inventory held by BNSF Railway Company pursuant to the enforcement by Party A of the security over such Collateral Inventory created by the Security Agreement.

(h)

No Force Majeure. “Force Majeure Event” shall not apply to Party A or to Party B.

Part 2.

Tax Representations

(a)

Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, each party makes the following representation:

(b)

Payee Tax Representations. For the purpose of Section 3(f) of this Agreement:

(A)

It is a limited liability company organized or formed under the laws of the State of Delaware and is a United States person for United States federal income tax purposes.

(B)

Party A makes no other Payee Tax Representations.

(A)

It is organized or formed under the laws of a state within the United States, and it is (or, if Party B is disregarded for United States federal income tax purposes, its beneficial owner is) a United States person for United States federal income tax purposes.

(B)

Party B makes no other Payee Tax Representations.

Part 3.

Documents

(a)

Tax Forms.

(i)

Delivery of Tax Forms. For the purpose of Section 4(a)(i), and without limiting Section 4(a)(iii), each party agrees to duly complete, execute and deliver to the other party the tax forms specified below with respect to it (A) before the first date on which any payment is due under this Agreement, (B) promptly upon reasonable demand by the other party and (C) promptly upon learning that any such form previously provided by the party has become obsolete or incorrect.

(ii)

Tax Forms to be Delivered by Party A:

(iii)

Tax Forms to be Delivered by Party B:

(b)

Delivery of Documents. When it delivers this Agreement, each party shall also deliver its closing documents to the other party in form and substance reasonably satisfactory to the other party. Capitalized terms used in this Part 3(b) and not otherwise defined have the meanings given to them in the Master Confirmation (as defined in Part 5(b) below).

Part 4.

Miscellaneous

(a)

Addresses for Notices.

(i)

To Party A. For purposes of Section 12(a) of this Agreement, all notices or communications to Party A shall, with respect to any particular Transaction, be sent or delivered to the address or  number specified by Party A in the relevant Confirmation (or if not so specified, as specified by Party A in writing for that Transaction or type of Transaction, or if not so specified, then to its address or facsimile number specified below), and otherwise with respect to this Agreement, as specified below, provided that any notice under Section 5 or 6 of this Agreement shall be sent or delivered to Party A at the address specified below as required by Section 12(a).

(ii)

To Party B. Section 12(a) shall be deleted and replaced in its entirety with the following:

(ii)

if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered;

(iii)

if sent by electronic messaging system, on the date it is received; or

(iv)

if sent by e-mail, on the date it is delivered,

(b)

Process Agent. For the purpose of Section 13(c) of this Agreement, neither party appoints a Process Agent hereunder.

(c)

Offices. Section 10(a) applies.

(d)

Multibranch Party.

(e)

“Calculation Agent” means Party A, provided however that if Party A is a Defaulting Party, then the Calculation Agent shall be Party B.

(f)

“Credit Support Document” means each of the following:

(i)

with respect to each of Party A and Party B: the Credit Support Annex hereto dated as of the date of this Agreement, executed and delivered by Party A and Party B, as amended or supplemented from time to time; and

(ii)

with respect to Party B only: (A) the pledge and security agreement dated as of the date of this Agreement and executed by Party B in favor of Party A, as amended or supplemented from time to time (the “Security Agreement”); (B) any other document which by its terms secures, guarantees or otherwise supports Party B’s obligations under this Agreement or any other Transaction Document from time to time, whether or not this Agreement, any Transaction, or any type of Transaction entered into hereunder is specifically referenced or described in any such document; (C) each Storage Agreement; and (D) each Creditor Acknowledgement.

(g)

“Credit Support Provider” means, in relation to Party A, not applicable.

(h)

Governing Law and Jurisdiction. To the extent not otherwise preempted by U.S. Federal law, this Agreement and all matters arising out of or relating to this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect to any provision of New York law that would cause another jurisdiction’s laws to be applied). Section 13(b) of this Agreement is hereby amended by deleting the word “non-exclusive” appearing in subparagraph (i)(2) thereof and substituting therefor the word “exclusive”, provided that nothing in Section 13(b) shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction.

(i)

WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT, ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY, OR ANY TRANSACTION.

(j)

Netting of Payments. “Multiple Transaction Payment Netting” will apply for purposes of Section 2(c) of this Agreement, and for the purposes of Multiple Transaction Payment Netting only, the Credit Support Annex hereto shall be deemed to be a Transaction subject to and forming part of this Agreement.

(k)

“Affiliate” has its meaning as defined in Section 14.

(l)

Absence of Litigation. For purposes of Section 3(c), “Specified Entity” means in relation to Party A and Party B, none specified.

(m)

No Agency. The provisions of Section 3(g) of this Agreement will apply.

(n)

Additional Representation will apply. For the purpose of Section 3 of this Agreement, the following will each constitute an Additional Representation:

(i)

Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction Document that:

(1)

Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into the Transaction Document and as to whether the Transaction Document is appropriate or proper for it based solely upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party or any of its affiliates (or its respective representatives) as investment advice or as a recommendation to enter into the Transaction Document, it being understood that information and explanations related to the terms and conditions of any Transaction Document will not be considered investment advice or a recommendation to enter into the Transaction Document. No communication (written or oral) received from the other party or any of its affiliates (or its respective representatives) will be deemed to be an assurance or guarantee as to the expected results of the Transaction Document.

(2)

Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction Document based solely upon its own evaluation of the Transaction Document (including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise) or that of its own advisers. It is also capable of assuming, and assumes, the risks of the Transaction Document. It also understands that the terms under which any Transaction may be terminated early are set forth in this Agreement (or in the relevant Confirmation), and any early termination of a Transaction other than pursuant to such terms is subject to mutual agreement of the parties confirmed in writing, the terms of which may require one party to pay an early termination fee to the other party based upon market conditions prevailing at the time of early termination.

(3)

Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of the Transaction Document, and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates) excludes the Transaction Document.

(ii)

Eligibility. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act.

(iii)

ERISA. Each party represents to the other party at all times hereunder that it is not (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), subject to Title I of ERISA or Section 4975 of the Code, or a plan as so defined but which is not subject to Title I of ERISA or Section 4975 of the Code but is subject to another law materially similar to Title I of ERISA or Section 4975 of the Code (each of which, an “ERISA Plan”), (ii) a person or entity acting on behalf of an ERISA Plan, or (iii) a person or entity the assets of which constitute assets of an ERISA Plan.

(o)

Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties or any of their Affiliates in connection with this Agreement or any Transaction or potential Transaction, (ii) agrees to obtain upon request of the other party any necessary consent of, and give any necessary notice (as specified by the requesting party) of such recording to, its relevant personnel and those of its Affiliates and (iii) agrees, to the extent permitted by applicable law, that such recordings may be submitted in evidence in any Proceedings.

Part 5.

Other Provisions

(a)

2021 ISDA Definitions. This Agreement and each Transaction are subject to the 2021 ISDA Interest Rate Derivatives Definitions published by the International Swaps and Derivatives Association, Inc. (the “2021 ISDA Definitions”) and will be governed by the provisions of the 2021 ISDA Definitions. The provisions of the 2021 ISDA Definitions are incorporated by reference in, and shall form part of, this Agreement and each Confirmation. The provisions of this Agreement (exclusive of the 2021 ISDA Definitions) shall prevail in the event of any conflict between such provisions and the 2021 ISDA Definitions.

(b)

Scope of Agreement. Notwithstanding anything to the contrary in any agreement which purports to confirm or evidence a transaction forming part of or subject to this Agreement, the only transactions now existing or hereafter entered into between the parties (whether or not evidenced by a Confirmation) which shall

(c)

Change of Account. Any account designated by a party pursuant to Section 2(b) shall be in the same legal and tax jurisdiction as the original account.

(d)

Cash Transfer. Cash amounts required to be transferred under the Credit Support Annex (including, for the avoidance of doubt, the Delivery Amount and the Return Amount) are deemed to be payments under  this Agreement for purposes of Section 5(a)(i) of this Agreement.

(e)

Confirmation Procedures. Each confirming document, acknowledgment or other written evidence intended by the parties to be effective for the purpose of confirming or evidencing a Transaction, whether created by delivery or exchange of written terms that match, or by making available written terms in a manner that permits the recipient to review and/or accept the terms, or by delivery to an agent or service provider, or via electronic messaging system, electronic communication network, or web-based platform that confirms the matching of such terms, shall constitute a “Confirmation” as referred to in this Agreement, provided that both parties agree in writing or by their course of conduct to use such method with respect to Transactions or certain types of Transactions.

(i)

Bilateral Agreement. If, prior to the date of this Agreement, both parties hereto have executed an Agreement to Amend Certain Qualified Financial Contracts or a bilateral agreement which amends one or more QFCs between them in a manner consistent with the QFC Stay Rules (such applicable agreement, the “Bilateral Agreement”), the terms of the Bilateral Agreement shall be incorporated into and form a part of this Agreement. For purposes of incorporating the Bilateral Agreement, each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (as such terms are defined therein) applicable to it under the Bilateral Agreement and this Agreement shall be deemed to be a “Covered Agreement” (as defined therein).

(iii)

If after the date of this Agreement, both parties hereto shall have become adhering parties to the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. QFC Protocol”), the terms of the ISDA U.S.QFC Protocol will supersede and replace this Part 5(f).

(g)

Foreign Account Tax Compliance Act. The following provision shall apply in respect of this Agreement (including the Schedule hereto, any Credit Support Annex and each Transaction that has been or will be entered into hereunder) and shall survive the termination of any Transaction or Confirmation:

(h)

Deduction or Withholding for Tax. Section 2(d)(i)(4)(B) is hereby amended by adding the words “or 3(g)” in the first line after the words “Section 3(f)”.

(i)

Default Rate. The definition of “Default Rate” in Section 12 shall be deleted and replaced in its entirety with the following:

(j)

Notice of Certain Events.

(i)

Each party agrees, upon learning of the occurrence or existence of any Event of Default, Potential Event of Default or Termination Event with respect to such party, promptly to give the other party notice of such event or condition; provided that failure to provide notice of such event or condition pursuant to this Part 5(j)(i) shall not constitute an Event of Default.

(ii)

Party B shall notify Party A within four Business Days after becoming aware of any of the following events or circumstances:

(k)

PATRIOT ACT. In order to comply with applicable law in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (for example section 326 of the USA PATRIOT Act of the United States), Party A or its Affiliates is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with Party A and its Affiliates. Accordingly, Party B agrees to provide to Party A and its Affiliates, upon its request from time to time, such identifying information and documentation as may be available to Party B in order to enable Party A and its Affiliates to comply with such applicable law.

(l)

Regulation W. Party B represents and agrees that none of its payment or performance obligations owed to Party A under this Agreement will be financed, in whole or in part, with any loan, letter of credit, line of credit or any other extension of credit made to Party B (or to any of its affiliates) by ▇▇▇▇▇ Fargo Bank, N.A. or any of its subsidiaries, including using any proceeds of any such loan, letter of credit, line of credit or extension of credit to make any such payment.

(m)

[Reserved]

(n)

Regulatory Events.

(i)

If Party A determines, in its reasonable judgment, that as a result of (A) the adoption or taking effect of any Applicable Law, (B) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (C) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority or (D) any interpretation of or proposal to implement any of the foregoing (each, a “Regulatory Event”), Party A is or would (1) not permitted to hold or own all or certain types of Commodities, (2) be unable to perform in any material respect its obligations under this Agreement (including any Transaction under the Master Confirmation or the Credit Support Annex) or any other Transaction Document to which it is a party or (3) were it to continue to hold or own such Commodities or perform such obligations, be or likely to be subject to material additional or increased compliance burdens and costs, then it shall notify Party B in writing of such determination and the parties shall promptly consult in good faith to determine and assess what actions or steps, if any, either party or both parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event.

(ii)

If the parties identify actions or steps that, in Party A’s reasonable judgment, can be implemented without resulting in Party A incurring any material additional costs or expenses under this Agreement or the relevant Transaction Document while preserving the economic terms and conditions of this Agreement, each Transaction and the Credit Support Annex (including economic benefits, risk allocation, costs and liabilities) and the other Transaction Documents, then the parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If the parties are unable to identify such actions or steps or are unable to implement any actions and steps that have been so identified, then Party A may, so long as such Regulatory Event continues, elect to terminate this Agreement by notice in writing to Party B on a date designated by Party A in such notice (which date shall be no earlier than 180 calendar days after the date of such notice unless such Regulatory Event has or is expected to become mandatorily effective at an earlier date, in which event termination shall be effective at such earlier date). On such date, an Additional Termination Event shall be deemed to have occurred (in respect of which Party B is the sole Affected Party and all Transactions are Affected Transactions) and Party A will be deemed to have duly delivered a termination notice in accordance with Section 6(b)(iv) of the Agreement

(iii)

Without limiting the generality of the foregoing, following the occurrence of a Regulatory Event Party A may, in its sole discretion, elect to propose to modify this Agreement or any other Transaction Document so that Party A shall not be the owner of any Commodities held at any Title Storage Facility, and if Party A makes such election, then Party A and Party B shall, in good faith and in a commercially reasonable manner, endeavor to agree upon and execute such amendments and modifications to this Agreement or such other Transaction Document(s), take such other actions and execute and deliver such ancillary documents (including acknowledgments, consents and waivers) as Party A and Party B may agree upon, to implement such alternative structure, without prejudice to Party B’s right pursuant to clause 2(e) of the Master Confirmation to elect not to enter into further Transactions; provided however, that if the parties are unable to agree upon and implement any actions and steps that have been so identified, then Party A may, so long as such Regulatory Event continues, elect to terminate this Agreement by notice in writing to Party B on a date designated by Party A in such notice (which date shall be no earlier than 180 calendar days after the date of such notice and (i) in such case no Break Fee shall be payable by Party B, and (ii) Party A may decline to effect any additional commodity repurchase Transactions from and after the date of such notice, but the Parties shall still make Delivery Amounts and Return Amounts under the Credit Support Annex so long as the Regulatory Event does not similarly affect the legality, validity or enforceability of the Delivery Amounts and Return Amounts or the obligation to effect same.

(o)

Confidentiality.

(i)

The parties agree that the specific terms and conditions of the Transaction Documents, including any information exchanged between the parties, including calculations of any fees or other amounts paid by Party B to Party A under the Transaction Documents and all information received by Party A from Party B relating to the costs of operation, operating conditions, and other commercial information of Party B not made available to the public, are confidential and shall not be disclosed to any third party (“Confidential Information”), except (A) (x) as may be required by court order or Applicable Law (including without limitation as may be required by any applicable federal or state securities laws) or regulation which mandates reporting and/or retention of transaction and similar information or to the extent required by any order or directive regarding reporting and/or retention of transaction and similar information issued by any authority or body or agency in accordance with which the other party is required or accustomed to act (“Reporting Requirements”); and (y) to and between the other party’s head office, branches or Affiliates, or any persons or entities who provide services to such party or its head office, branches or Affiliates, in each case in connection with such Reporting Requirements; (B) as requested by a Governmental Authority, regulatory authority (including, any self-regulatory organization claiming to have jurisdiction) or any bank examiner or for evidentiary purposes in any action, proceeding or arbitration related to the Transaction Documents or the Confidential Information to which Party A or its Representatives (defined herein) is a party (C) to such party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors (collectively “Representatives”) for purposes of administering, negotiating, considering, processing or evaluating this Agreement and the other Transaction Documents or evaluating and/or effectuating one or more transaction(s) contemplated thereby, (D) for compliance, legal or risk management purposes, (E) using information regarding executed transactions on an aggregated and anonymized basis, to prepare internal analyses for its own use and market color, (F) as may be necessary to accomplish the execution, processing, clearing or settlement of the transaction or to outsource certain infrastructure and/or other tasks in order to streamline and/or centralize a series of processes linked to the finance, operational, back-office, credit, risk or other support or control functions, or (G) to such party’s insurance providers, solely for the purpose of procuring insurance

(ii)

In the case of disclosure covered by sub-clause (i) of this Part 5(o), to the extent practicable and in conformance with the relevant court order, Applicable Law or request, the disclosing party shall notify the other party in writing of any proceeding of which it is aware which may result in disclosure (provided that no such notice shall be required for ordinary course of business regulatory reporting, and ordinary course of business regulatory examinations and audits, including self-regulatory examinations).  

(iii)

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

(p)

Operational Schedules. Notwithstanding Part 4(a) above and Section 9(b), if an amendment is required to be made to an Operational Schedule, the parties may evidence their agreement to the amendment of such Operational Schedule by an exchange of e-mails between the parties provided that (i) such e-mails from each of the parties to the other expressly provide that they constitute an amendment to an Operational Schedule and (ii) include all of the addressees identified in Part 4(a) above.

(q)

Definitions.

(i)

Capitalized terms used in this Schedule and not otherwise defined have the meanings given to them in the Master Confirmation.

(ii)

For the purposes of this Schedule:

(a)

the direct sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of Party B taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(b)

the adoption of a plan relating to the liquidation or dissolution of Party B;

(c)

(A) the consummation of any transaction (including, without limitation, any merger or consolidation), in one or a series of related transactions, the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), (other than Sponsor or any wholly owned Subsidiary of Sponsor), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Capital Stock of Parent; (B) Sponsor (or any wholly

(d)

Parent ceases to directly own at least 51% of the Capital Stock of Party B.