Exhibit 10.1

EXECUTION VERSION

SUPPLY AND OFFTAKE AGREEMENT

Reed Smith llp   reedsmith.com

CONTENTS

CLAUSE

SCHEDULES

SCHEDULE               DESCRIPTION

THIS SUPPLY AND OFFTAKE AGREEMENT (this “Agreement”) is dated May 26, 2023 (the “Agreement Date”),

BETWEEN:

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

RECITALS

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

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

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

“Acknowledgment of Title” means, in respect of each Included Permitted Feedstock Barge and the relevant Barge Operator and Barge Owner, an acknowledgment from such Barge Operator and such Barge Owner of Macquarie’s title to any such Permitted Feedstock transported thereon, in each case, in form and substance satisfactory to Macquarie.

“Additional Financing Agreement” has the meaning specified in Section 20.3(k).

“Affected Obligations” has the meaning specified in Section 19.3.

“Affected Party” has the meaning specified in Section 19.1.

“Affiliate” means, in relation to any Person, any entity controlled, directly or indirectly, by such Person, any entity that controls, directly or indirectly, such Person, or any entity directly or indirectly under common control with such Person. For this purpose, “control” of any entity or Person means ownership of a majority of the issued shares or voting power or control in fact of the entity or Person.

“Aggregate Renewable Product Purchase Amounts” has the meaning specified in Section 9.9(b)(i).

“Aggregate Renewable Product Sale Amount” has the meaning specified in Section 9.9(a)(i).

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

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

“Ancillary Costs” means, to the extent reasonably demonstrated by Macquarie by trade ticket, invoice or other supporting documentation and without duplication, (i) any amounts payable by Macquarie under the Third Party Storage Agreements or the Storage and Services Agreement, (ii) all transportation costs, liabilities, and risks associated with transportation to a Permitted Feedstock Intake Point (including, without limitation, pipeline, truck, or freight costs, port costs, terminaling costs, demurrage, bunkers, losses, inspections, liabilities and risks associated with operations at a third party terminal, extra tugs, pipeline scheduling issues or pro-ration issues, vessel delays, and Force Majeure events), and (iii) all freight, pipeline, transportation, storage, tariffs and other out of pocket costs and expenses incurred as a result of the purchase, movement and storage of Permitted Feedstock or Renewable Products undertaken in connection with or required for purposes of this Agreement (whether or not arising under Macquarie Permitted Feedstock Procurement Contracts and regardless of the point at which or terms upon which delivery is made under any such Macquarie Permitted Feedstock Procurement Contract), including, fees and expenses, any cost relating to insurance taken out by Macquarie, broker’s and agent’s fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under this Agreement), pipeline, costs of any charterparty diversions, and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund and other comparable fees, processing fees (including fees for water or sediment removal or feedstock decontamination), merchandise processing costs and fees, any charges imposed by any Governmental Authority, user fees, fees and costs for any credit support provided to any third party with respect to any transactions contemplated by this Agreement and any pipeline compensation or reimbursement payments that are not timely paid by the pipeline to Macquarie. Ancillary Costs will also include, without duplication, out of pocket expenses associated with the cost of operation of transportation, storage or other facilities assigned hereunder to Macquarie by the Company, reasonable and documented third party out of pocket legal fees, tax advisory fees, and out of pocket expenses incurred by Macquarie in connection with any of the Transaction Documents and any amounts payable by Macquarie pursuant to any indemnity granted in favor of a third party product offtaker under and in accordance with the terms of an Intermediated Renewable Product Offtake Contract. Notwithstanding the foregoing, the following shall not be considered Ancillary Costs: (i) Macquarie’s hedging costs in connection with this Agreement or any of the transactions contemplated by this Agreement (but such exclusion shall not change or be deemed to change the manner in which Related Hedges are addressed under Articles 21 and 22 below), (ii) any costs, fees, expenses, liabilities or risks, in each case, to the extent that Macquarie has otherwise been compensated therefor under this Agreement, any of the other Transaction Documents or any other agreement in any payment made hereunder or thereunder, including pursuant to any true-up, adjustment, or netting mechanism provided hereunder or thereunder, but only to the extent so compensated, or (iii) any costs, fees, expenses, liabilities or risks which Macquarie has agreed, in accordance with the express terms hereof or any other Transaction Document or agreement, shall be solely for Macquarie’s own account. In no event shall “Ancillary Costs” include (i) any costs or expenses that are not paid or payable out of pocket by Macquarie to a third party, (ii) any overhead allocations or other internal costs or amounts which are not due to third parties, (iii) any taxes; and (iv) except as otherwise provided in Section 14.2, any costs of Macquarie’s Inspector under or in respect of the Transaction Documents.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, as amended, and all other Applicable Laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which the Company, Vertex Refining, the Parent or any of Subsidiary or Affiliate thereof is located or is doing business.

“Anti-Money Laundering Laws” means the Applicable Laws, statutes, regulations or rules in any jurisdiction in which the Company, Vertex Refining, the Parent, any Affiliate or Subsidiary thereof is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, including, but not limited to, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and the USA Patriot Act.

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

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization, permit, permission or registration.

“Authorized Representatives” means the list of individuals authorized by each Party to agree amendments to an Operational Schedule by an exchange of e-mails, as such list may be amended, modified, updated or varied from time to time.

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

“Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors as a group, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within sixty (60) days or (x) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.

“Bankruptcy Code” means Title 11 of the United States Code.

“Bankruptcy Law” means the Bankruptcy Code, as amended from time to time, or any similar federal or state law for the relief of debtors.

“Bareboat Charter” means, in respect of each Included Permitted Feedstock Barge, the relevant bareboat charter entered into between Vertex Refining and the relevant Barge Owner in respect of that Included Permitted Feedstock Barge.

“Barge Operator” means, in respect of an Included Permitted Feedstock Barge, each operator of such Included Permitted Feedstock Barge, as specified in the relevant Sub-Bareboat Charter relating to that Included Permitted Feedstock Barge.

“Barge Owner” means, in respect of an Included Permitted Feedstock Barge, each owner of such Included Permitted Feedstock Barge, as specified in the relevant Bareboat Charter relating to that Included Permitted Feedstock Barge.

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

“Base Agreements” means (a) the Vertex Refining Services Agreements, (b) the Center Point Agreements, (c) the BWC Agreements, (d) any agreements hereafter entered into between the Company or, to the extent such storage tanks or pipelines are leased to the Company by Vertex Refining, Vertex Refining and any third party pursuant to which the Company or Vertex Refining acquires any rights to use storage tanks or pipelines that the Company elects to be treated as, or that are, Included Permitted Feedstock Locations, Included Permitted Feedstock Pipelines, Included Renewable Product Pipelines, the Included Renewable Product Tanks or Company Storage Locations, and (e) any agreement entered into by Company with the Parent, Vertex Refining or any of the Parent’s other Subsidiaries, relating to the Refinery and/or the operation or maintenance of the Refinery as it relates to the processing of Permitted Feedstock or production of Renewable Product, including any related agreements related to Permitted Feedstock or Renewable Products in connection with the Refinery; provided however, that the Vertex Refining SOA and any other “Transaction Document” (as defined in the Vertex Refining SOA) entered into in connection therewith shall not constitute “Base Agreements” for the purpose of this Agreement.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Best Available Inventory Data” means the daily inventory reports produced by the Company or third parties in respect of the Included Permitted Feedstock Locations, Included Renewable Product Tanks, Included Permitted Feedstock Barges, Included Permitted Feedstock Pipelines, Included Renewable Product Pipelines and Company Storage Locations, in the form specified in Schedule F.

“Board of Directors” means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner; (3) with respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling committee of managing members thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function.

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

“BWC Agreements” means:

“BWC Consent Letter” means the “Consent to Storage and Usage Agreement” dated on or around the date of this Agreement and entered into between the BWC Operator, Macquarie, the Company and Vertex Refining.

“BWC Operator” means BWC Alabama LLC, an Alabama limited liability company or such other successor that operates the BWC Storage Facilities.

“BWC Storage Facilities” has the meaning given to that term in the BWC Storage Rights Agreement.

“BWC Storage Rights Agreement” means the sub-lease agreement entered into between the Company and Macquarie dated on or about the date of this Agreement

“BWC Terminalling Agreement” means the terminalling service agreement dated as of November 18, 2022 between the BWC Operator (as successor in title to Zenith Energy Terminal Holdings LLC) and Vertex Refining.

“Capital Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means (a) securities issued or directly and guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than two (2) years from the date of acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one (1) calendar year from the date of acquisition and having one of the two highest ratings from either Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or Moody’s Investors Service, Inc.; (c) certificates of deposit, denominated solely in U.S. Dollars, maturing within two years after the date of acquisition, issued by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or that is a U.S. subsidiary of a foreign commercial bank; in each of the foregoing cases, solely to the extent that: (i) such commercial bank’s short-term commercial paper is rated at least A-1 or the equivalent by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (any such commercial bank, an “Approved Bank”); or (ii) the par amount of all certificates of deposit acquired from such commercial bank are fully insured by the Federal Deposit Insurance Corporation; or (d) commercial paper issued by any Approved Bank (or by the parent company thereof), in each case maturing not more than twelve months after the date of the acquisition thereof.

“CDA Swap Delivery Date” has the meaning specified in Section 23.2(a)(ii)(A).

“CDA Swap Pricing Date” has the meaning specified in Section 23.2(a)(ii)(B).

“Center Point Agreements” means:

“Center Point Consent Letter” means the “Consent to Storage and Usage Agreement” dated on or around the date of this Agreement and entered into between the Center Point Operator, Macquarie, Vertex Refining and the Company.

“Center Point Operator” means Center Point Terminal Chickasaw, LLC, a Delaware limited liability company located at 200 Viaduct Rd, Mobile, AL 36611, United States, or such other successor that operates the Center Point Storage Facilities.

“Center Point Storage Facilities” has the meaning given to that term in the Center Point Storage Rights Agreement.

“Center Point Storage Rights Agreement” means the sub-lease agreement entered into between the Company and Macquarie dated on or about the date of this Agreement.

“Center Point Terminalling Agreement (Chickasaw)” means the service agreement dated as of January 10, 2023 between the Center Point Operator and Vertex Refining, as amended on March 9, 2023 and as may be further amended from time to time.

“Change in Law” means, with respect to a Party, an enactment of any new Applicable Law, a modification or change in the interpretation or application of any existing Applicable Law (in each case, which is generally settled or accepted), the imposition of a requirement for an Authorization and/or a change in the terms and conditions attached to an Authorization, in each case which:

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

“CL Affected Party” has the meaning given to it in Section 21.2(a)(i).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commencement Date” means, as the context so requires, the Commencement Date (RINs / BTCs) or the Commencement Date (LCFS) or each of the foregoing.

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

“Commencement Date (RINs / BTCs)” has the meaning specified in Section 2.3(a).

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

“Company Due Amount” has the meaning specified in Section 23.2(a)

“Company Interim Payment” has the meaning set forth in Section 12.1(b).

“Company Joinder Agreement” means the agreement (in substantially the form appended to the Intercreditor Agreement as Annex III thereto) dated on or prior to the Effective Date executed by the Company as additional grantor, and pursuant to which the Company accedes to the Intercreditor Agreement as an “Additional Grantor”.

“Company Renewable Product Inventory” means, as of any day, the volume all Renewable Products owned by the Company that are then held at a Company Storage Location.

“Company Storage Location” means the storage tanks, pipelines and other locations (including whilst Permitted Feedstock is in transit to the Refinery) where the Company stores Permitted Feedstock and Renewable Product, and identified as such in Schedule A.

“Company Swap Payment Amount” has the meaning specified in Section 23.3(b)(iii).

“Consent Letters” means the BWC Consent Letter, the Center Point Consent Letter and any other “Consent to Storage and Usage Agreement” entered into between Macquarie, Vertex Refining, the Company and a Third Party Storage Provider on or after the Effective Date.

“Continuing Current Month Pricing Benchmark” has the meaning specified in Section 8.5.

“Conversion Completion” means the Company shall have delivered a certificate of an Authorized Representative (in form and substance satisfactory to Macquarie) certifying that “COD” (as defined in and determined under the Idemitsu Product Offtake Agreement) has occurred.

“Costs” has the meaning set forth in the definition of “Liabilities”.

“Credit Agreement Documents” means collectively, the Existing Financing Agreements, each Note, the Warrants, the Warrant Agreement, the Agent Fee Letter, the Fee Letter, any Joinder Agreement, each Notice of Borrowing, the Intellectual Property Security Agreement, the Control Agreement(s), the Collateral Access Agreements, the Collateral Pledge Agreement, any Subordination Agreement (each, as defined in the Existing Financing Agreements) and all other documents, instruments and agreement executed or delivered at any time in connection therewith, including any intercreditor or joinder agreement among holders of Credit Agreement Obligations, to the extent such are effective at the relevant time.

“Credit Agreement Obligations” means all debt, principal, interest, fees, charges, Lender Expenses (as defined in the Existing Financing Agreements) and other amounts owing by Vertex Refining as borrower, the Company and each Guarantor (as defined in the Existing Financing Agreements) to Cantor Fitzgerald Securities, as agent to the lenders under the Existing Financing Agreements, of any kind and description whether arising under or pursuant to or evidenced by the Credit Agreement Documents, and whether or not for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including the principal and interest due with respect to the Term Loans (as defined in the Existing Financing Agreements) or any Preferred Indebtedness of the Company or any of its Affiliates, and further including all Lender’s Expenses that the Company and each Guarantor is required to pay or reimburse by the Credit Agreement Documents, by law, or otherwise.

“Credit Support” or “Collateral” means “Collateral” as defined in the Pledge and Security Agreement.

“Current Financial Statements” means:

“Current Month Pricing Benchmark(s)” means, (a) for any month and with respect to a particular Pricing Group, (1) the pricing index, formula or benchmark plus or minus (2) the applicable Differential (if any) set forth on and determined in accordance with Schedule H for such month, plus, with respect to a Pricing Group in respect of Renewable Products only, (b) for any day on and after the relevant Commencement Date in respect of an Environmental Attribute, the applicable Environmental Attribute Price for such day determined on a daily basis as set forth on and as determined in accordance with Schedule H (but disregarding, for these purposes, any Environmental Attribute for which no Commencement Date has occurred on or prior to such day).

“Customer” means any third party purchaser of Permitted Feedstock or Renewable Products from Macquarie (other than the Company).

“Daily Environmental Attribute Pricing Adjustment” means, for each Business Day during the Term, the product of (i) the Environmental Attribute Price Change for such Business Day; multiplied by (ii) the Applicable In-Tank Renewable Product Inventory (as defined in the Independent Amount Letter) based on the aggregate volume in Barrels of Renewable Product held in the Included Renewable Product Locations on the preceding Business Day based on the Best Available Inventory Data as of such prior Business Day.

“Daily Permitted Feedstock Purchases” means for any day, Macquarie’s estimate of the aggregate volume of Permitted Feedstock purchased by Macquarie from the Company at any Permitted Feedstock Intake Point on such day.

“Daily Permitted Feedstock Sales” means on any Delivery Date the volume of Permitted Feedstock sold at a Permitted Feedstock Delivery Point by Macquarie to the Company on such day, other than sales pursuant to Section 5.4(a)(iii).

“Daily Prices” means, with respect to a particular Pricing Group, the Current Month Pricing Benchmark applicable to such Pricing Group on any Delivery Date.

“Daily Renewable Product Purchases” means, for any day and any Renewable Product Group, Macquarie’s estimate of the aggregate volume of such Renewable Product purchased by Macquarie from the Company during such day pursuant to (i) Section 9.1(a) or (ii) Section 9.1(c).

“Daily Renewable Product Sales” means, for any day and any Renewable Product Group, Macquarie’s estimate of the aggregate sales volume of such Renewable Product sold by Macquarie during such day to Company.

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

“Default Interest Rate” has the meaning given to that term in the Fee Letter.

“Defaulting Party” has the meaning specified in Section 21.4(a).

“Definitive Effective Date Value” has the meaning specified in the Inventory Sales Agreement.

“Delivery Date” means any day.

“Delivery Month” means:

“Deposit Account Control Agreement” means that certain account control agreement entered into between Macquarie, the Company and The Bank of New York Mellon as account bank on or around the Effective Date (as may be amended, amended and restated and/or supplemented or varied from time to time).

“Deposit Account Bank” means:

“Derivative Transaction” means any obligation in respect of any transaction in the nature of a transaction as described in the definition of Specified Transaction and any reference to the amount of Specified Indebtedness becoming, or becoming capable of being declared, due and payable shall, in the case of a Derivative Transaction, refer to the amount that becomes, or would become, due and payable as a result of the termination of such Derivative Transaction.

“Designated Affiliate” means the Parent, the Company and any Subsidiary of the Company.

“Determining Party” has the meaning specified in Section 21.4(c).

“Differential” means, for each Current Month Pricing Benchmark, the amount added to or subtracted from the applicable pricing index, formula or benchmark set forth on Schedule H to determine such Current Month Pricing Benchmark. The Differentials applicable during the Term, shall be as set forth on Schedule H and as may be adjusted from time to time pursuant to Section 8.4.

“Disclosure Letter” means the disclosure letter/perfection certificate dated the Agreement Date containing certain information and schedules delivered by the Company, Vertex Refining and the Parent to Macquarie.

“Effective Date” means June 1, 2023 unless all conditions precedent specified in Sections 2.1 and 2.2 below have not been satisfied or waived on or prior to such date, in which case, the “Effective Date” shall be such later date on which all such conditions precedent have been satisfied and/or waived.

“Effective Date Permitted Feedstock Volumes” means the total quantity of Permitted Feedstock in the Included Permitted Feedstock Locations purchased by Macquarie on the Effective Date, pursuant to the Inventory Sales Agreement.

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

“Effective Date Renewable Products Volumes” means the total quantities of the Renewable Products in the Included Renewable Product Locations purchased by Macquarie on the Effective Date, pursuant to the Inventory Sales Agreement.

“Effective Date Volumes” means, collectively, the Effective Date Permitted Feedstock Volumes and the Effective Date Renewable Products Volumes.

“Eligible Renewables Lien Inventory” means, as of any day, any Permitted Feedstock and Renewable Products which is owned by the Company and that is subject to a valid, first priority perfected Lien and security interest in favor of Macquarie provided that, unless Macquarie shall otherwise elect in its reasonable discretion, Eligible Renewables Lien Inventory shall not include any Permitted Feedstock or Renewable Product:

“Ending Company Renewable Product Inventory” has the meaning specified in the Storage and Services Agreement.

“Ending Permitted Feedstock Inventory” has the meaning specified in the Storage and Services Agreement.

“Ending Renewable Product Inventory” has the meaning specified in the Storage and Services Agreement.

“Environmental Attribute Price” means, in respect of a day, the aggregate of the price for each Environmental Attribute as of such day, as determined in accordance with Schedule H; provided, that the price for an Environmental Attribute shall be deemed to be zero (0) prior to the occurrence of the relevant Commencement Date in respect of that Environmental Attribute.

“Environmental Attribute Price Change” means, for each Business Day during the Term and for each relevant Environmental Attribute, the difference between the Environmental Attribute Price for such Business Day and the relevant Environmental Attribute Price for the immediately prior Business Day.

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

“Equity Interests” mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant, convertible debt or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“Estimated Effective Date Value” has the meaning specified in the Inventory Sales Agreement.

“Estimated Termination Amount” has the meaning specified in Section 22.2(b).

“Estimated Yield” has the meaning specified in Section 9.3(a).

“Event of Default” has the meaning set forth in Section 21.1.

“Excess Inventory Level” has the meaning specified in Section 8.8.

“Excess Quantity” has the meaning specified in Section 8.9(a).

“Exchange Act” means the Securities Exchange Act of 1934.

“Existing Financing Agreements” means that certain Loan and Security Agreement, dated as of April 1, 2022, by and among Vertex Refining as borrower, the other parties party thereto from time to time as guarantors (including, without limitation, the Company as a guarantor), Cantor Fitzgerald Securities as agent for the lenders and the lenders party thereto from time to time.

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

“FATCA” mean Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

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

“Financing Agreement” means any credit agreement, indenture, financing agreement, hedging agreement or other agreement (including, without limitation, the Credit Agreement Documents) under which the Company may incur or become liable for Specified Indebtedness.

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

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

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

“Guaranties” means each of:

and, in each case, provided to Macquarie in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, in a form and in substance satisfactory to Macquarie.

“Guarantors” means Parent, Vertex Refining and each other Person from time to time that guarantees the Transaction Obligations hereunder, each a “Guarantor”.

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

“Idemitsu” means Idemitsu Apollo Renewable Corp., a corporation incorporated under the laws of the State of Delaware.

“Idemitsu Guarantor” means Idemitsu Apollo Corporation, a corporation incorporated under the laws of the State of New York.

“Idemitsu Guaranty” means the guaranty, dated on or before the Effective Date, from the Idemitsu Guarantor and provided to Macquarie in connection with the Idemitsu Tripartite Agreement, in form and in substance satisfactory to Macquarie

“Idemitsu Product Offtake Agreement” means the master offtake agreement by and between Vertex Refining (or the Company as its assignee) and Idemitsu dated as of February 8, 2022.

“Idemitsu Tripartite Agreement” means the tripartite agreement entered into among the Parties and Idemitsu dated on or before the Effective Date and pursuant to which Macquarie is granted certain rights in relation to the Idemitsu Product Offtake Agreement following the occurrence of a Vertex Renewables Offtake Event of Default (as defined therein).

“Identified Facilities” has the meaning specified in Section 16.4.

“Identified Permitted Feedstock Delivery” has the meaning specified in Section 5.2(c)(ii)(A).

“Included Permitted Feedstock Barges” means the barges listed as such on Schedule E that store Permitted Feedstock from time to time whilst in transit to the Refinery, the BWC Storage Facilities the Center Point Storage Facilities or such other third party storage terminal as Macquarie and the Company may agree.

“Included Permitted Feedstock Locations” means the Included Permitted Feedstock Barges, any of the tanks at the Refinery or a Third Party Storage Facility listed on Schedule E that store Permitted Feedstock, including, as applicable, any related facilities or pipelines (a) owned by Vertex Refining and leased to or shared with the Company in connection with this Agreement; or (b) owned by a Third Party Storage Provider and leased to Vertex Refining and, in turn, subleased to the Company and Macquarie, and, in each case used in connection with such locations.

“Included Permitted Feedstock Pipelines” means the Permitted Feedstock pipelines or sections thereof owned by the Company, owned by Vertex Refining and leased to the Company or owned by a third party and leased to the Vertex Refining and/or the Company, in each case, that is listed on Schedule O as such schedule may from time to time be amended by the Parties.

“Included Permitted Feedstock Sales Transaction” means sales of Permitted Feedstock from an Included Storage Location by Macquarie to a Customer.

“Included Renewable Product Locations” means, collectively, the Included Renewable Product Tanks and the Included Renewable Product Pipelines identified in Schedule E and Schedule O hereto.

“Included Renewable Product Pipelines” means the Renewable Product pipelines or sections thereof owned or leased by Vertex Refining and leased to or shared with the Company, owned by the Company or owned by a third party and leased to Vertex Refining and/or the Company that, in each case, is listed on Schedule O as such schedule may from time to time be amended by the Parties.

“Included Renewable Product Purchase Transaction” means an agreement entered into by Macquarie under Section 9.2(b) pursuant to which Macquarie purchases for delivery into the Included Storage Locations any Renewable Products from a Renewable Product Supplier.

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

“Included Sales Transaction” means sales of Renewable Product from an Included Storage Location by Macquarie to an offtaker pursuant to any Tripartite Renewable Product Offtake Agreement and any other sales of Renewable Product from an Included Storage Location by Macquarie to a Customer pursuant to this Agreement.

“Included Storage Locations” means, collectively, the Included Permitted Feedstock Locations, Included Permitted Feedstock Pipelines and the Included Renewable Product Locations, as more particularly described on Schedule E and Schedule O.

“Included Tanks” means the Included Permitted Feedstock Locations and Included Renewable Product Tanks, as more particularly described on Schedule E.

“Independent Amount” has the meaning assigned to such term in the Independent Amount Letter.

“Independent Amount Letter” means that certain letter from Macquarie to the Company, executed on or before the Effective Date and as from time to time thereafter amended and/or restated, which identifies itself as the “IA Letter”, and pursuant to which the Parties have set forth the amounts for and other terms relating to the transfer of Independent Amount as determined for the purposes hereof.

“Independent Inspection Company” has the meaning specified in Section 14.3.

“Index Renewable Product Purchase Value” means, for any Renewable Product Group and a day, the product of (i) the number of Barrels of such Renewable Product Group purchased by Macquarie during such day under Included Renewable Product Purchase Transactions, multiplied by (ii) the Current Month Pricing Benchmark for that Renewable Product Group and day.

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

“Initial Estimated Yield” has the meaning specified in Section 2.1(y)(ii)(D).

“Insolvency or Liquidation Proceeding” means:

“Insolvent” means, with respect to any Person as of any date of determination, that (a) the sum of the debt (including contingent liabilities existing as of the date hereof) of such Person and its subsidiaries (on a consolidated basis) exceeds the present fair saleable value of the present assets of such Person and its subsidiaries (on a consolidated basis), (b) the capital of such Person and its subsidiaries (on a consolidated basis) is not unreasonably small in relation to its business as of such date or as contemplated as of such date, (c) such Person and its subsidiaries have incurred, or reasonably believe that they will incur, debts beyond their ability to pay such debts as they mature or, in the case of contingent liabilities, otherwise become payable, or (d) such Person is not “solvent” or is “insolvent”, as applicable within the meaning given those terms and similar terms under Applicable Law relating to fraudulent transfers and conveyances.

“Intercreditor Agreement” means that certain amended and restated intercreditor agreement, dated as of the Agreement Date (as further amended, restated, amended and restated, supplemented, modified, extended, renewed, replaced, refinanced or restructured from time to time) by and among Cantor Fitzgerald Securities, as agent for the Term Loan Secured Parties (as defined therein), Macquarie Energy North America Trading Inc., as Intermediation Facility Secured Party (as defined therein), Vertex Refining, and each of the other Grantors (as defined therein) party thereto.

“Interim Payment” means a net payable amount determined by netting all of the Macquarie Interim Payments and Company Interim Payments.

“Intermediated Renewable Product Offtake Contract” means any offtake contract entered into between the Company and a third party offtaker that is designated as such by Macquarie and the Company.

“Inventory” has the meaning assigned to such term in the Uniform Commercial Code of the State of New York as in effect from time to time.

“Inventory Report” has the meaning specified in Section 13.1(a).

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

“Inventory Swap Delivery Date” has the meaning specified in Section 23.3(b)(i).

“Inventory Swap Election” has the meaning specified in Section 23.3(a).

“Knowledge” means, with respect to a Person, the knowledge of the individuals of such Person, including a Responsible Officer, who have the responsibility for any day-to-day decision making, or legal, operational, or financial affairs of such Person, which knowledge shall include any and all facts and other information of such Person actually knew or reasonably should have known in accordance with all applicable industry standards and commercially reasonable prudence and diligence.

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

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

“Lien Documents” means the Pledge and Security Agreement and any other instruments, documents and agreements delivered by or on behalf of the Company and its Affiliates in order to grant to and perfect in favor of Macquarie a security interest in and lien on the Renewables Credit Support as security for the obligations of the Company pursuant to this Agreement and the other Transaction Documents.

“Liens” has the meaning specified in Section 20.4(f)(ii).

“Liquidated Amount” has the meaning specified in Section 21.4(g).

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

“Macquarie Interim Payment” has the meaning specified in Section 12.1(a).

“Macquarie Owned Inventory” has the meaning specified in Section 23.1(b).

“Macquarie Permitted Feedstock Procurement Contract” means a procurement contract, on industry customary terms and conditions and otherwise reasonably satisfactory to Macquarie and the Company, entered into by Macquarie and a Permitted Supplier from time to time at the request of Company under this Agreement for the procurement and/or purchase of Permitted Feedstock within the U.S. to be sold and delivered to Macquarie at each relevant Permitted Feedstock Intake Point.

“Macquarie Procurement Barrels” means any barrels of Permitted Feedstock purchased by Macquarie from a Third Party Supplier pursuant to a Macquarie Permitted Feedstock Procurement Contract

“Macquarie Swap Payment Amount” has the meaning specified in Section 23.3(b)(iii).

“Macquarie Unwind Termination Date” means the earlier to occur of the date on which:

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

“Macquarie’s Policies and Procedures” shall have the meaning specified in the Storage and Services Agreement.

“Macquarie’s Property” has the meaning specified in Section 20.4(f)(ii).

“Market Disruption” means the material suspension of, or the material limitation imposed on, trading in the futures contracts with respect to the commodities set forth on Schedule H. For purposes of this definition, a limitation of trading in the futures contract or the commodity on any day that the applicable exchange is open for trading shall be deemed to be material only if the relevant exchange established limits on the range within which the price of the futures contract or the commodity may fluctuate and the closing or settlement price of the futures contract or the commodity on such day is at the upper or lower limit of that range.

“Master Agreement” means the Master Permitted Feedstock and Renewable Products Agreement, dated as of the Agreement Date, between the Company and Macquarie.

“Material Adverse Change” means (a) a material adverse change in, or a material adverse effect upon, the operations, assets, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company, Vertex Refining or of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Company, Vertex Refining, the Parent or any other Subsidiary of Parent to perform its obligations under any of the Transaction Documents to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company, Vertex Refining, the Parent or any Subsidiary of the Parent of any Transaction Document to which it is a party.

“Material Obligation” means, in respect of the Company, a failure to comply with:

“Measured Permitted Feedstock Quantity” means, for any Delivery Date, the total quantity of Permitted Feedstock that, during such Delivery Date, was withdrawn and lifted by and delivered to the Company at a Permitted Feedstock Delivery Point, as evidenced by (i) meter readings and meter tickets for that Delivery Date; (ii) barge inspection reports for that Delivery Date; or (iii) tank gaugings conducted at the beginning and end of such Delivery Date.

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

“Minimum Liquidity Requirement” has the meaning specified in Section 20.5.

“Monthly Permitted Feedstock Forecast” has the meaning specified in Section ‎5.1(b)(i)(A).

“Monthly Permitted Feedstock Notification Date” has the meaning specified in Section 5.1(b).

“Monthly Permitted Feedstock Purchase Offer” has the meaning specified in Section 5.1(b)(i)(B).

“Monthly Renewable Product Estimate” has the meaning specified in Section 9.3(b).

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

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

“Non-Affected Party” has the meaning specified in Section 19.1.

“Non-CL Affected Party” has the meaning specified in Section 21.2(a)(ii)(A).

“Non-Defaulting Party” has the meaning specified in Section 21.4(a).

“Notice of Title” means, in respect of each Included Permitted Feedstock Barge and the relevant Barge Operator and Barge Owner, an irrevocable notice in writing from the Company and Macquarie, notifying such Barge Operator and such Barge Owner of Macquarie’s title to any such Permitted Feedstock transported on such Included Permitted Feedstock Barge to or from the Refinery and an Included Permitted Feedstock Location, in each case, in form and substance satisfactory to Macquarie.

“Obligations” has the meaning specified in Section 15.4(c).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Offtake Continuation Election” has the meaning given to that term in the Idemitsu Tripartite Agreement.

“Offtake Continuation Period” has the meaning given to that term in the Idemitsu Tripartite Agreement.

“Operational Schedule” means Schedule A, Schedule D, Schedule E, Schedule F, Schedule K, Schedule I, Schedule N, Schedule O and Schedule X.

“Optional Early Termination Date” has the meaning specified in Section 3.2(a).

“Organization Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

“Overriding Obligations” means, for the purposes of the Unwind Procedures, the Company’s obligation to perform its obligations under this Agreement and act in accordance with:

“Parent” means Vertex Energy, Inc.

“Parent Guaranty” has the meaning specified in the definition of “Guaranty”.

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

“Patriot Act” means The USA Patriot Act.

“Permitted Article 11 Liens” means any Liens which are permitted pursuant to Article 11.

“Permitted Feedstock” means one or more renewable biomass feedstocks used for the production of Renewable Fuels, as set forth on Schedule B, as such schedule is amended and supplemented from time to time by mutual agreement of the Parties, but excluding for all purposes any and all industrial waste and any feedstocks that are non-merchantable, have no commercial value or do not, and upon further blending and processing by the Company cannot, otherwise meet either the Renewable Fuel Standard or the Low Carbon Fuel Standard, including as relates to and as applicable to the relevant Environmental Attribute.

“Permitted Feedstock Delivery Point” means, in relation to a sale of Permitted Feedstock from Macquarie to the Company:

“Permitted Feedstock Intake Point” means:

“Permitted Feedstock or Renewable Product Differential” means any Differential applicable to a Current Month Pricing Benchmark with respect to Permitted Feedstock or Renewable Product as shall be set forth on Schedule H and as may be adjusted from time to time pursuant to Section 8.4.

“Permitted Feedstock Sales Proposal” has the meaning specified in Section 5.4(b)(i).

“Permitted Feedstock Term Supply Agreements” means any supply arrangements entered into between the Company and a supplier of Permitted Feedstock with a delivery window over a period of time greater than three (3) calendar months.

“Permitted Feedstock Transaction” has the meaning given to that term in the Master Agreement.

“Permitted S&O Liens” means: (a) Liens created in favor of Macquarie under the Lien Documents, (b) Liens for taxes, assessments, judgments, decrees, attachments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been made; (c) Liens of mechanics, laborers, non-commodity suppliers, workers, materialmen, and other similar liens incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefor (but not including any such Liens in favor of the Company or any of its Affiliates); (d) except to the extent released in any “bailee letter” or such similar documents, Liens securing rental, storage, throughput, transportation, handling or other similar fees or charges owing from time to time to carriers, bailees, transporters or warehousemen, solely to the extent of such fees or charges (but not including any such Liens in favor of the Company or any of its Affiliates); (e) Liens (1) incurred in the ordinary course of business (a) except to the extent released in any “bailee letter” or such similar documents, in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens arise by operation of law in favor of the seller or shipper of such goods or assets, which attach to such goods or assets and cease to be in effect upon payment in full of the purchase price for or for shipping of such goods or assets, and (b) to the extent available under Applicable Law, arising upon the purchase of oil or gas from the first producer thereof, which attach to such goods and cease to be in effect upon payment in full of the purchase price for such goods and (2) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (f) Permitted Article 11 Liens; and (g) Liens in favour of a Deposit Account Bank arising in connection with the Company’s deposit account(s) held at such institutions to secure standard fees for services charged by, but not financing made available by, such Deposit Account Bank.

“Permitted Supplier” means:

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

“Pledge and Security Agreement” means that certain Pledge and Security Agreement by and between the Company and Macquarie, dated as of the Agreement Date, regarding Renewables and certain Environmental Attributes as further described therein, as such agreement may be amended, restated, supplemented or modified from time to time.

“Preferred Indebtedness” means the portion of such aggregate Specified Indebtedness representing preferred debt (whether in the form of preference shares, or otherwise).

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

“Projected Monthly Run Volume” has the meaning specified in Section 8.2(a).

“Projection Week” means Monday through Sunday.

“Provisional Contract Price” means, with respect to any quantity of Permitted Feedstock or Renewable Products of a given type, grade, or specification which is purchased or sold by Macquarie pursuant to a Macquarie Permitted Feedstock Procurement Contract, Included Renewable Product Purchase Transaction or Included Renewable Product Sales Transaction, the applicable pricing index plus the applicable differential specified in the applicable trade contract for such type, grade, or specification of Permitted Feedstock or Renewable Product.

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

“Refinery Facilities” means (i) all the facilities located at the Refinery, and (ii) any associated or adjacent facility, in each case, used by the Company to carry out the terms of any Transaction Document, but excluding Included Permitted Feedstock Locations and Included Renewable Product Tanks.

“Refinery Procured Permitted Feedstock Barrels” has the meaning specified in Section 5.3(a).

“Refinery Procured Permitted Feedstock Contract” has the meaning specified in Section 5.3(a).

“Refinery Procured Renewable Product Barrels” has the meaning specified in Section 9.1(c).

“Refinery Renewable Product Contract” means a procurement contract entered into by the Company for the purchase by the Company of Renewable Product, which Renewable Product is to be resold by the Company to Macquarie at the time such Renewable Product passes the Renewable Products Intake Point.

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

“Relevant Date” has the meaning specified in Section 23.2(a).

“Relevant Default” has the meaning specified in Section 5.4(a).

“Renewable Diesel Conversion” means (a) the conversion of an existing hydrocracker at the Refinery into a renewable diesel unit; (b) converting the refining capacity and capabilities of the Refinery to process a mix of Permitted Feedstock to produce certain Renewable Products which conform to the relevant specifications; and (c) undertaking other associated works required for the operation of such Refinery as such (and the completed project, the “Renewable Diesel Project”).

“Renewable Diesel Project” has the meaning specified in the definition of “Renewable Diesel Conversion”.

“Renewable Product” means any of the finished and unfinished Renewable Fuels that satisfy the applicable Renewable Fuel Standard or the Low Carbon Fuel Standard, including, without limitation, (except in relation to the purchase and sale thereof between the Parties) any associated Environmental Attributes, but excluding for all purposes any products that are non-merchantable or have no commercial value.

“Renewable Product Group” means Permitted Feedstock or a group of Renewable Products as specified on Schedule B.

“Renewable Product Purchase Adjustment” has the meaning specified in Section 9.9(b).

“Renewable Product Sale Adjustment” has the meaning specified in Section 9.9(a).

“Renewable Product Supplier” means any third party seller of Renewable Products with whom a Party proposes that Macquarie enter into an Included Renewable Product Purchase Transaction in accordance with Section 9.1(b).

“Renewable Product Transaction” has the meaning given to that term in the Master Agreement.

“Renewable Products Cover Costs” means, collectively, any additional costs and expenses or related damages as a result of the shortfall in the quantity of Renewable Product held for its account (in the circumstances described in Section 8.6).

“Renewable Products Delivery Point” means, with respect to any delivery of Renewable Product from an Included Storage Location, the relevant delivery point as described in the relevant Tripartite Renewable Product Offtake Agreement or Included Sales Transaction or, in relation to a sale of Renewable Products to the Company, at the exit flange of the relevant Included Storage Location.

“Renewable Products Intake Point” means, in relation to a purchase of Renewable Product by Macquarie from the Company at an Included Storage Location, the inlet flange of the relevant Included Renewable Product Tank.

“Renewables” means Permitted Feedstock, Renewable Product and other blendstocks (including, for the avoidance of doubt, additives) and finished and unfinished Renewable Product and Renewable Fuels.

“Renewables Credit Support” means, as of any time, all Collateral under the Pledge and Security Agreement constituting or consisting of (i) Renewables; and (ii) other goods used in the production of Renewable Product (including any such blendstocks and additives), in each case, then owned or at any time hereafter acquired by the Company that is located at a Company Storage Location or, to the extent applicable, in transit to any such location.

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

“Responsible Officer” means the President, Chief Executive Officer, Chief Financial Officer, Head of Finance, or Controller of any Person.

“Revised Estimated Yield” has the meaning specified in Section 9.3(a).

“Sanctions Authority” means:

“Sanctions Law” or “Sanctions Laws” means any economic or financial sanctions law and/or regulation, export control, trade embargo, prohibition, restrictive measure, decision, executive order, or notice from any regulator implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority from time to time.

“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions Law; (b) named in any Sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the OFAC list of “Specially Designated Nationals and Blocked Persons,” or any similar list maintained by any other Sanctions Authority (c) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any Sanctions Law (including, without limitation, Cuba, Iran, North Korea, Syria, Crimea and so-called Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) regions of Ukraine, and, prior to January 1, 2017, Sudan) or (d) owned or controlled (as such terms are defined by the applicable Sanctions Laws) by any such Person or Persons described in the foregoing clauses (a) to (c).

“Scheduled Delivery Date” has the meaning specified in Section 23.2(a) (A).

“SEC” means the U.S. Securities and Exchange Commission.

“Settlement Amount” has the meaning specified in Section 21.4(c).

“SOFR” has the meaning given to that term in the Fee Letter.

“Sourcing Transaction” has the meaning specified in Section 20.3(h).

“Specified Event” means a transaction or other event the result of which is that all or substantially all of the assets constituting the Refinery are sold (whether in one transaction or in a series of related transactions) to a Person that is not an Affiliate of the Parent.

“Specified Indebtedness” means any obligation of the Company (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of a repurchase transaction, borrowed money (including capitalized lease obligations and reimbursement obligations with respect to letters of credit) or money raised, any finance lease, redeemable preference share, letter of credit, futures contract, guarantee, indemnity or any Derivative Transaction.

“Specified Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Macquarie (or any of its Affiliates) and the Company (or any of its Designated Affiliates) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions, (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation; provided that “Specified Transaction” shall not include the Vertex Refining SOA or any “Transaction Document” (as defined in the Vertex Refining SOA).

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

“Storage and Services Agreement” means the storage and services agreement, in form and substance mutually agreeable to the Parties, to be dated as of the Agreement Date, between the Company and Macquarie, pursuant to which the Company has granted to Macquarie an exclusive right to use the Included Permitted Feedstock Locations, Included Renewable Product Tanks (to the extent that such exclusive right can be granted but excluding for these purposes any Included Permitted Feedstock Locations or Included Renewable Product Tanks located at a Third Party Storage Facility) and certain freight services in connection with this Agreement.

“Sub-Bareboat Charter” means, in respect of an Included Permitted Feedstock Barge, the relevant sub-bareboat charter entered into between Vertex Refining and the relevant Barge Operator in respect of that Included Permitted Feedstock Barge.

“Subsidiaries” means, with respect to any Person (the “parent“), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Swap Payment Amount” has the meaning specified in Section 23.3(b)(iii).

“Target Month End Company Renewable Product Volume” means the commercially reasonable projected volume for Renewable Product in the Company Storage Locations at the end of the applicable Delivery Month as set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Renewable Product purchases, run rates and sales for the applicable period.

“Target Month End Permitted Feedstock Inventory Volume” means the commercially reasonable projected volume for Permitted Feedstock in the Included Permitted Feedstock Locations at the end of the Delivery Month set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Permitted Feedstock purchases, run rates and sales for the applicable period.

“Target Month End Renewable Product Inventory Volume” means the commercially reasonable projected volume for Renewable Product in the Included Renewable Product Locations at the end of the applicable Delivery Month as set forth in a report provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Renewable Product purchases, run rates and sales for the applicable period.

“Target Month End Renewable Product Volume” means the Target Month End Renewable Product Inventory Volume and Target Month End Company Renewable Product Volume, collectively.

“Tax” or “Taxes” has the meaning specified in Section 17.1(a).

“Term” has the meaning specified in Section 3.1.

“Term Loan Agent” means Cantor Fitzgerald Securities.

“Termination Amount” means, without duplication, the total net amount owed by one Party to the other Party upon termination of this Agreement under Section 22.2(a).

“Termination Date” has the meaning specified in Section 22.1.

“Termination Date Permitted Feedstock Volumes” has the meaning specified in Section 22.1(c).

“Termination Date Renewable Product Volumes” has the meaning specified in Section 22.1(c).

“Termination Date Volumes” has the meaning specified in Section 22.1(c).

“Termination Event” has the meaning specified in Section 21.3(a).

“Termination Notice” has the meaning specified in Section 21.3(b).

“Termination Reconciliation Statement” has the meaning specified in Section 22.2(c).

“Third Party Storage Agreements” means the BWC Agreements, the Center Point Agreements, and any other agreements entered into between or among the Company or Vertex Refining, Macquarie and/or a Third Party Storage Provider designated as “Third Party Storage Agreements” by Macquarie and the Company.

“Third Party Storage Facility” means:

“Third Party Storage Provider” means:

“Third Party Supplier” means any seller of Permitted Feedstock under a Macquarie Permitted Feedstock Procurement Contract or an Included Renewable Product Purchase Transaction (in each case, other than the Company).

“Third Party Terminalling Agreements” means:

“Transaction Document” means any of (i) this Agreement, the Inventory Sales Agreement, the Storage and Services Agreement, the Step-Out Inventory Sales Agreement, the Guaranties, the Required Storage and Transportation Arrangements, the Fee Letter, the Independent Amount Letter, the Lien Documents, the Intercreditor Agreement, the Deposit Account Control Agreement, the Master Agreement, the Third Party Storage Agreements, the Vertex Refining Services Agreements, the Idemitsu Product Offtake Agreement, any Tripartite Renewable Product Offtake Agreement, any Intermediated Product Offtake Contract, the Idemitsu Tripartite Agreement and the Idemitsu Guaranty; and (ii) any other agreement or instrument contemplated hereby or executed in connection herewith, including any guarantees or other credit support documents as may be from time to time provided by the Company and/or any of its Affiliates; provided. however, that none of the Vertex Refining SOA, the Vertex Renewables Guaranty or any “Transaction Documents” (as such term is defined in the Vertex Refining SOA) that are not otherwise expressly listed as Transaction Documents under sub-paragraph (i) above shall constitute “Transaction Documents”.

“Transaction Obligations” means all obligations, including Obligations, owing from time to time by the Parent, Vertex Refining, the Company and any of the Company’s Subsidiaries to Macquarie pursuant to this Agreement, the Guaranties or any other Transaction Document to which it is a party and shall include, without limitation, (a) all principal, premium, if any, reimbursement obligations, interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) in accordance with the relevant Transaction Document and (b) all fees, costs, expenses, indemnifications, damages, guarantees, and charges and other liabilities or amounts incurred in connection with any of the Transaction Documents and provided for thereunder, in the case of each of clause (a) and clause (b) whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim for such interest, fees, costs, expenses, indemnifications, damages, guarantees, charges or other liabilities or amounts is allowed as a claim in such Insolvency or Liquidation Proceeding; provided, however, that, for the avoidance of doubt, obligations of the Company pursuant to the Vertex Renewables Guaranty shall not constitute “Transaction Obligations”.

“Transaction Supplement” has the meaning given to that term in Section 5.2(c).

“Transactions” has the meaning given to that term in Section 12.5.

“Tripartite Renewable Product Offtake Agreement” means any tripartite agreement entered into among the Parties and the relevant offtaker in relation to an Intermediated Renewable Product Offtake Contract.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Unrestricted Cash” means cash or Cash Equivalents:

in each case of (i) through (iv), preventing such cash or Cash Equivalents from being applied to the payment of the “Obligations” (as defined in the Existing Financing Agreements) or any of the Company’s or Vertex Refining payment obligations under the Transaction Documents or the Vertex Refining Transaction Documents (without duplication);

“Unwind Period” means the period from, and including, the date on which an Acceleration Notice is delivered to the Company by Macquarie to, and excluding, the Macquarie Unwind Termination Date.

“Unwind Procedures” means the unwind procedures set out in Section 23.

“U.S.” means the United States of America.

“Vertex Party” means each of the Parent, the Company and Vertex Refining (together, the “Vertex Parties”).

“Vertex Refining” means Vertex Refining Alabama LLC, a Delaware limited liability company, located at 1331 Gemini St Ste 250, Houston, Texas, TX 77058-2764 United States.

“Vertex Refining Services Agreements” means the Master Services and Facilities Agreement and the Pipeline and Storage Facilities Agreement, in each case, as entered into between Vertex Refining and the Company on or before the Effective Date, each as may be further amended, amended and restated and/or supplemented or varied from time to time.

“Vertex Refining SOA” means the supply and offtake agreement entered into between Vertex Refining and Macquarie on April 1, 2022, as may be further amended, amended and restated and/or supplemented or varied from time to time.

“Vertex Refining SOA Amendment Agreement” means that certain amendment agreement to the Vertex Refining SOA, dated as of the date hereof and entered into between Vertex Refining, the Parent and Macquarie.

“Vertex Refining Transaction Documents” has the meaning given to the term “Transaction Documents” in the Vertex Refining SOA.

“Vertex Renewables Guaranty” means the guaranty, dated as of the Agreement Date, from the Company and provided to Macquarie in connection with the Vertex Refining SOA, the other “Transaction Documents” (as defined in the Vertex Refining SOA) and the transactions contemplated thereby, in a form and in substance satisfactory to Macquarie.

“Volume Determination Procedures” has the meaning given to such term in the Storage and Services Agreement.

“Weekly Permitted Feedstock Projection” has the meaning specified in Section 5.1(c).

“Weekly Renewable Product Projection” has the meaning specified in Section 9.3(c).

For purposes of this Agreement, including the foregoing recitals, the following terms with respect to Environmental Attributes shall have the meanings indicated below:

“Applicable Program” means RFS, the LCFS or any other U.S., state or regional program pursuant to which Renewable Fuel Credits may be generated.

“BTCs” means Biodiesel Blender’s Tax Credits.

“CARB” means the California Air Resources Board or its successor.

“EMTS” means the EPA Moderated Transaction System, as defined in 40 C.F.R. §80.1401 and regulated under the RFS.

“EMTS Account” means the EPA Moderated Transaction System Account for RINs.

“Environmental Attributes” means any and all credits, benefits, emission reductions, offsets and allowances, howsoever entitled, attributable to the production, sale, combustion or other use of Renewable Products, or their displacement or reduction in the use of conventional energy generation, Greenhouse Gas emissions, pollutants or transportation fuel, heating oil or jet fuel, including, without limitation, (i) GHG Attributes and any and all avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon oxide, carbon monoxide (CO) and other pollutants, (ii) any Renewable Fuel Credits or attributes, including, without limitation, RINs under the RFS, renewable energy certificates and credits under state low carbon fuel programs such as LCFS Credits, and (iii) BTCs, in each case, as set out in Schedule H.

“Fuel Production Facility” has the meaning provided in the Low Carbon Fuel Standard.

“GHG Attribute” means (i) any certificates issued in relation to the biomethane under a biofuel certification program; (ii) any avoided emissions of carbon dioxide (CO2), methane (CH4), and other Greenhouse Gases attributable to the destruction of methane or the biomethane that have been determined by the United Nations Intergovernmental Panel on Climate Change to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere, including all offset credits or other benefits issued, generated or retired in respect of such avoided emissions and including Lifecycle Greenhouse Gas Emissions; and (iii) the reporting rights to the foregoing attributes.

“Greenhouse Gas” means carbon oxide (including carbon dioxide (CO2)), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons, perfluorocarbons, sulphur hexafluoride, or any other substance or combination of substances that may become regulated or designated as Greenhouse Gases under any federal, state or local law or regulation, or any emission reduction registry, trading system, or reporting or reduction program for Greenhouse Gas emission reductions that is established, certified, maintained, or recognized by any international, governmental (including U.N., U.S. federal, state, or local agencies), or non-governmental agency from time to time, in each case measured in increments of one metric tonne of carbon dioxide equivalent.

“LCFS Account” means an account showing the LCFS Credits generated or transferred, purchased or acquired by Company, and as established with CARB or another governmental authority pursuant to the LCFS.

“LCFS Credits” means credits generated and traded under the Low Carbon Fuel Standard, with each credit equal to one (1) metric tonne of carbon dioxide reduction as compared to the baseline CO2 emissions under the LCFS.

“LCFS Pathway” means a CARB-approved fuel pathway pursuant to the LCFS as necessary for the creation and the receipt of LCFS Credits associated with the use of biogas (as applicable).

“Lifecycle Greenhouse Gas Emissions” means the aggregate quantity of Greenhouse Gas emissions (including direct emissions and significant indirect emissions from land use changes), as determined under an Applicable Program, related to the full fuel lifecycle, including all stages of fuel and feedstock production and distribution, from feedstock generation or extraction through the distribution and delivery and use of the finished fuel to the ultimate consumer, where the mass values for all Greenhouse Gases are adjusted to account for their relative global warming potential.

“Low Carbon Fuel Standard” or “LCFS” means the regulations, orders, decrees and standards issued by CARB or other applicable governmental authority implementing or otherwise applicable to the Low Carbon Fuel Standard set forth in the California Code of Regulations at Title 17, §§ 95480 et seq., and each successor regulation, as may be subsequently amended, supplemented or restated from time to time.

“Pathways” means the LCFS Pathway, the RFS Pathway and any other applicable pathway under an Applicable Program.

“Quality Assurance Plan” or “QAP” means the voluntary program provided by an independent third-party auditor to verify that the RINs generated by a renewable fuel producer or importer are valid and in compliance pursuant to § 40 C.F.R. 80.1469.

“Registration” means registration of the Refinery, Renewable Fuels, or Pathways, as applicable, with the EPA, CARB and/or other governmental or certifying entity under an Applicable Program, as applicable, such that the Renewable Fuels produced from the Refinery becomes RIN-eligible and/or Fuel Credit-eligible, as applicable.

“Renewable Fuel Credits” means RINs, LCFS Credits, BTCs and any other Environmental Attribute that can be produced, generated or otherwise attributed to the production, sale, delivery or use of Renewable Products under an Applicable Program.

“Renewable Fuel Standard” or “RFS” means the Renewable Fuel Standard Program under the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007 and its implementing regulations, including, without limitation, 40 C.F.R. Part 80, Subpart M as amended, restated or supplemented to date.

“Renewable Fuels” means (a) Renewable Fuels (as defined in the Renewable Fuel Standard), and (b) transportation fuels to which the Low Carbon Fuel Standard applies.

“Renewable Identification Number(s)” or “RIN(s)” is a number generated to represent a volume of renewable fuel as set forth in Regulation of Fuels and Fuel Additives: Changes to Renewable Fuel Standard Program, 75 Fed. Reg. 16484 (March 26, 2010) (codified at 40 C.F.R. § 80.1425 (2011); 40 C.F.R. § 80.1426 (2012)), as amended from time to time.

“RFS Pathway” means an EPA-approved renewable fuel pathway pursuant to the RFS for all Renewable Products supplied from the Refinery as necessary for the creation and the receipt of RINs associated with such Renewable Products.

and Macquarie shall be satisfied that all conditions precedent to the effectiveness of the amendments set forth in the Vertex Refining SOA Amendment Agreement have or will be satisfied on or prior to the Effective Date;

and has provided such evidence (in form and substance satisfactory to Macquarie) of its Registration status in relation to RINs as Macquarie may reasonably require; and

and has provided such evidence (in form and substance satisfactory to Macquarie) of its Registration status in relation to LCFS Credits as Macquarie may reasonably require; and

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

in each case, the Permitted Feedstock set out in each Monthly Permitted Feedstock Forecast accepted by Macquarie.

by providing Macquarie with a notice in the relevant form set out in Schedule L (Form of Transaction Supplement) (a “Transaction Supplement”) or in such other form as may be agreed by the Parties in writing from time to time which:

in each case, at the same time as its delivery of the relevant Transaction Supplement or as soon as practicable thereafter (and, in any case, prior to Macquarie and the relevant Third Party Supplier entering into the relevant Macquarie Permitted Feedstock Procurement Contract).

Notwithstanding anything to the contrary contained in any agreement or in any Transaction Document or otherwise in effect, the Company hereby acknowledges and agrees that, Macquarie may, and shall have the right to, (i) pledge and grant a security interest, in favor of any lender to Macquarie from time to time (a “Macquarie Lender”), in and to Macquarie’s Property (and for the avoidance of doubt, Macquarie’s Property does not include the assets or rights of the Company) that is subject to this Agreement (including, without limitation, Permitted Feedstock and Renewable Products to which Macquarie holds title while located in Included Permitted Feedstock Locations and Included Renewable Product Locations); and (ii) grant a security interest, in favour of any Macquarie Lender from time to time, its rights under the Storage and Services Agreement and the Storage Rights Agreement, in each case, as collateral security for any and all obligations due and owing by Macquarie or its Affiliates to any such Person, without the need for any consent or approval of, or any further action taken by, the Company or any of the Company’s Affiliates. In consideration of the foregoing, Macquarie shall procure that any such liens and security interests shall be terminated and extinguished automatically at such time as this Supply and Offtake Agreement is terminated (other than with respect to any provisions or obligations, including indemnity obligations, as applicable, that survive such termination pursuant to the terms of the Transaction Documents) and the Company has performed all of its payment obligations under Article 21 and Article 22 of this Agreement.

provided that so long as the Parent is required to make public filings of its quarterly and annual financial results pursuant to the Exchange Act, such filings are available on the SEC’s EDGAR database and such filings are made in a timely manner, then the Company shall not be required to provide the Parent’s annual or quarterly reports to Macquarie.

in each case, without obtaining the prior written consent of Macquarie to the entry into of such Additional Financing Agreement or such transfer, as case may be.

then:

in either such case by the date falling 10 (ten) Business Days after the date of the notice described in Clause 21.2(a) (or, if earlier, the date specified by the CL Affected Party in the notice described in Clause 21.2(a) as the last day of any applicable grace period permitted by Applicable Law), the CL Affected Party shall be entitled to terminate this Agreement by notice to the Non-CL Affected Party (an “Illegality Termination Notice”).

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

and that by establishing this orderly arrangement, (i) the processing, sale, transfer and/or evacuating of all Permitted Feedstock and Renewable Products owned by Macquarie and (ii) the enforcement and realization of Macquarie’s Security Interest over the Collateral following the delivery by Macquarie of an Acceleration Notice will take less time than the arrangements set out in the other Transaction Documents and Macquarie’s losses, costs and expenses will be lower (thereby enabling a greater amount of Independent Amount to be returned to the Company by Macquarie pursuant to the terms of the Independent Amount Letter and the other Transaction Documents or resulting in a smaller net amount to be payable by the Company than would otherwise be the case).

then in furtherance of the intent of this Article 23, Macquarie may, notwithstanding any other provision in the Transaction Documents, calculate the amounts due (including estimating the pricing of such transactions as of the Relevant Date in a commercially reasonable manner) (such amounts, the “Company Due Amounts” as of the Relevant Date), and (but without prejudice to the other rights of Macquarie in respect of such amounts under the Transaction Documents and this Agreement):

irrespective whether any invoice or self-invoice has been issued in respect of such sales and purchases.

and, in each case, provide all details of such as Macquarie may reasonably request and cooperate with Macquarie to minimize the impact of such termination, amendment or request on this Agreement.

except to the extent that any indemnified Liability arising under this Section 24.1 has resulted from (A) the negligence or willful misconduct on the part of the Company, its Affiliates or any of their respective employees, representatives, agents or contractors or (B) the breach by the Company of its obligations hereunder.

except to the extent that any Liability arising under this Section 24.2 has resulted from (A) the negligence or willful misconduct on the part of Macquarie, its Affiliates or any of their respective employees, representatives, agents or contractors, or (B) the breach by Macquarie of its obligations hereunder.

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

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

[Remainder of Page Intentionally Left Blank]

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

Executed by VERTEX RENEWABLES ALABAMA LLC acting by:

[Signature Page to Supply and Offtake Agreement]

VERTEX ENERGY INC. 8-K

Exhibit 10.2

Execution Version

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

originally dated as of April 1, 2022, and as amended and restated as of May 26, 2023

among

CANTOR FITZGERALD SECURITIES,

as the Term Loan Agent,

MACQUARIE ENERGY NORTH AMERICA TRADING INC.,

as the Intermediation Facility Secured Party,

MACQUARIE ENERGY NORTH AMERICA TRADING INC.,

as the Renewables Intermediation Facility Secured Party,

VERTEX REFINING ALABAMA LLC,

as the Company,

VERTEX RENEWABLES ALABAMA LLC,

as the Renewables Company,

and

THE OTHER ACKNOWLEDGING AFFILIATES PARTY HERETO

TABLE OF CONTENTS

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”), originally dated as of April 1, 2022 and amended and restated as of May 26, 2023 by and among Cantor Fitzgerald Securities, as collateral agent (in such capacity, with its successors and assigns, the “Term Loan Agent”) for the Term Loan Secured Parties, Macquarie Energy North America Trading Inc., in its capacity as intermediator under the Intermediation Facility Documents (in such capacity, with its successor and assigns, the “Intermediation Facility Secured Party”), Macquarie Energy North America Trading Inc., in its capacity as intermediator under the Renewables Intermediation Facility Documents (in such capacity, with its successor and assigns, the “Renewables Intermediation Facility Secured Party”), Vertex Refining Alabama LLC, a Delaware limited liability company (the “Company”), Vertex Renewables Alabama LLC, a Delaware limited liability company (“Renewables Company”, together with the Company, the “Grantors” and each, individually, a “Grantor”) and each of the other companies appearing on the signature pages hereto (collectively, the “Acknowledging Affiliates”).

WHEREAS, the Company is a borrower under the Term Loan Agreement, pursuant to which the lenders party thereto have made and/or will make term loans to the Company on the terms and conditions set forth therein; and

WHEREAS, the Company has or will become a party to the Intermediation Agreement, which provide certain arrangements for (i) the provision of intermediation services by the Intermediation Facility Secured Party to the Company and (ii) certain other transactions between the Intermediation Facility Secured Party and the Company related thereto; and

WHEREAS, the Renewables Company has or will become a party to the Renewables Intermediation Agreement, which provide certain arrangements for (i) the provision of intermediation services by the Renewables Intermediation Facility Secured Party to the Renewables Company and (ii) certain other transactions between the Renewables Intermediation Facility Secured Party and the Renewables Company related thereto; and

WHEREAS, the Grantors have granted, or will grant, Liens on certain of their respective assets (i) to the Term Loan Agent pursuant to the Term Loan Collateral Documents to secure the Term Loan Obligations; (ii) to the Intermediation Facility Secured Party pursuant to the Intermediation Facility Documents to secure the Intermediation Facility Obligations; and/or (iii) to the Renewables Intermediation Facility Secured Party pursuant to the Renewables Intermediation Facility Documents to secure the Renewables Intermediation Facility Obligations; and

WHEREAS, it is the desire of the parties hereto to set forth their respective rights and priorities with respect to the Collateral.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01.    UCC Definitions. Unless otherwise defined herein, the following terms are used herein as defined in the Uniform Commercial Code: Accounts, Chattel Paper, Commercial Tort Claims, Commodities Account, Deposit Account, Documents, Electronic Chattel Paper, Equipment, Financial Assets, Fixtures, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, Money, Payment Intangibles, Proceeds, Records, Securities Account, Security Entitlements, and Supporting Obligations.

Section 1.02.     Definitions. The following terms, as used herein, have the following meanings:

“Access Period” has the meaning set forth in Section 3.04(b)(iv).

“Acknowledging Affiliates” has the meaning set forth in the introductory paragraph of this Agreement.

“Adequate Protection Liens” means any Liens granted in any Insolvency Proceeding to any Secured Party as adequate protection for the value of the Liens securing the Secured Obligations held by such Secured Party.

“Affiliate” means, with respect to any Person, any Person that owns or Controls such Person, any Person that Controls or is Controlled by or is under common Control with such Person or each of such Person’s senior executive officers, directors, members or partners. Notwithstanding anything to the contrary, no Secured Party (nor any of their Affiliates), shall be an Affiliate of any Grantor or of any Subsidiary of any Grantor.

“Amendment and Restatement Date” means May 26, 2023.

“Applicable Law” means, as to any Person, all applicable laws of any Governmental Authority binding upon such Person or to which such a Person is subject.

“BTCs” means Biodiesel Blender’s Tax Credits.

“Business Interruption Insurance Percentage” shall mean, as of any date of determination, (i) with respect to the Intermediation Facility Secured Parties, the percentage determined by dividing the Intermediation Facility Secured Parties’ respective Intermediation Facility Obligations outstanding after the Intermediation Facility Secured Parties have marshalled, taken, liquidated and exhausted all remedies and recoveries available to such Intermediation Facility Secured Parties from any other Intermediation Facility Priority Collateral and any insurance rights owned or held by the Intermediation Facility Secured Parties in their own name covering such Collateral in accordance with Section 3.08 hereof to the Intermediation Facility Obligations under the respective Intermediation Facility Documents, by the sum of such Intermediation Facility Obligations, plus the sum of the outstanding Term Loan Obligations and the outstanding Renewables Intermediation Facility Obligations, in each case, as of the time of the occurrence of the event giving rise to the payment of business interruption insurance; (ii) with respect to the Renewables Intermediation Facility Secured Parties, the percentage determined by dividing the Renewables Intermediation Facility Secured Parties respective Renewables Intermediation Facility Obligations outstanding after the Renewables Intermediation Facility Secured Parties have marshalled, taken, liquidated and exhausted all remedies and recoveries available to such Renewables Intermediation Facility Secured Parties from any other Renewables Intermediation Facility Priority Collateral and any insurance rights owned or held by the Renewables Intermediation Facility Secured Parties in their own name covering such Collateral in accordance with Section 3.09 hereof to the Renewables Intermediation Facility Obligations under the respective Renewables Intermediation Facility Documents, by the sum of such Renewables Intermediation Facility Obligations, plus the sum of the outstanding Term Loan Obligations and the outstanding Intermediation Facility Obligations, in each case, as of the time of the occurrence of the event giving rise to the payment of business interruption insurance; and (iii) with respect to the Term Loan Secured Parties, the difference between 100% and the sum of percentages determined in items (i) and (ii) of this definition.

“Cash Equivalents” means, as to any Person: (a) securities issued or directly and guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than twelve (12) months from the date of acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than twelve (12) months from the date of acquisition and having one of the two highest ratings from either Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or Moody’s Investors Service, Inc.; (c) certificates of deposit, denominated solely in U.S. Dollars, maturing within 180 days after the date of acquisition, issued by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or that is a U.S. subsidiary of a foreign commercial bank; in each of the foregoing cases, solely to the extent that: (i) such commercial bank’s short-term commercial paper is rated at least A-1 or the equivalent by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (any such commercial bank, an “Approved Bank”); or (ii) the par amount of all certificates of deposit acquired from such commercial bank are fully insured by the Federal Deposit Insurance Corporation; or (d) commercial paper issued by any Approved Bank (or by the parent company thereof), in each case maturing not more than twelve months after the date of the acquisition thereof.

“Catalyst Assets” means any catalyst assets and inventory constituting catalyst, precious metals assets and precious metals inventory and all additions, accessions and all rights related thereto.

“CFP” means any current or future U.S. federal, state, regional or local renewable or clean transportation fuel program, other than the RFS Program, the LCFS, and the OCFP.

“CFP Credits” means credits generated and traded under the relevant CFP.

“Class” refers to the determination in relation to any particular Type of Collateral: (i) with respect to any Secured Obligations and (ii) with respect to any Secured Party.

“Collateral” means, collectively, the Intermediation Facility Priority Collateral, the Renewables Intermediation Facility Priority Collateral and the Term Loan Priority Collateral.

“Company” has the meaning set forth in the introductory paragraph of this Agreement.

“Conforming Renewable Product” means a renewable diesel that (i) is produced from one hundred percent (100%) Renewable Biomass and no portion of which is produced from non-renewable feedstock, including petroleum products; (ii) meets the Renewable Product Specifications, and (iii) is eligible to generate a valid RIN with a D Code of 4 under the RFS Program.

“Control” means the ability to directly or indirectly vote more than thirty percent (30%) of the outstanding voting stock of any Person. “Controlled” shall have the correlative meaning thereto.

“Controlling Term Loan Agent” means the collateral agent under the replacement Term Loan Agreement (if any) holding the largest outstanding principal amount of Term Loan Obligations then outstanding.

“Copyrights” means any and all copyright rights in the United States (whether registered or unregistered and whether published or unpublished), copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, together with any and all (i) rights and privileges arising under Applicable Law with respect thereto and (ii) renewals and extensions thereof.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“DIP Financing” has the meaning set forth in Section 5.02(a).

“Discharge of Intermediation Facility Obligations” means both of the following have occurred: (a) the Intermediation Agreement has been terminated including all commitments for further purchases of inventory thereunder, either (i) at the expiration or deemed expiration of its stated term, (ii) by mutual written agreement by the parties thereto or (iii) otherwise in accordance with the Intermediation Agreement, and (b) payment has been made in full in cash of all Intermediation Facility Obligations (including all termination amounts or settlement amounts, if any) that are due and payable or otherwise accrued and owing in connection with any such termination of the Intermediation Agreement (other than those that constitute Unasserted Contingent Obligations).

“Discharge of Renewables Intermediation Facility Obligations” means both of the following have occurred: (a) the Renewables Intermediation Agreement has been terminated including all commitments for further purchases of inventory thereunder, either (i) at the expiration or deemed expiration of its stated term, (ii) by mutual written agreement by the parties thereto or (iii) otherwise in accordance with the Renewables Intermediation Agreement, and (b) payment has been made in full in cash of all Renewables Intermediation Facility Obligations (including all termination amounts or settlement amounts, if any) that are due and payable or otherwise accrued and owing in connection with any such termination of the Renewables Intermediation Agreement (other than those that constitute Unasserted Contingent Obligations).

“Discharge of Term Loan Obligations” means that both of the following have occurred (a) the Term Loan Agreement has been terminated including all commitments for further extensions of credit thereunder, either (i) at the expiration or deemed expiration of its stated term, (ii) by mutual written agreement by the parties thereto or (iii) otherwise in accordance with the Term Loan Agreement, and (b) payment has been made in full in cash of all Term Loan Obligations (including all regular and/or default interest, premiums, fees, expenses, and indemnities if any that are due and payable or otherwise accrued and owing in connection with the termination of the Term Loan Agreement (other than those that constitute Unasserted Contingent Obligations)).

“Enforcement Action” means, with respect to any Class of Secured Obligations, the exercise of any rights and remedies with respect to any Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies under the Finance Documents of such Class, or Applicable Law, in each case, with respect to any Collateral, including the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or other similar creditors’ rights, bankruptcy, insolvency, reorganization or similar laws of any applicable jurisdiction.

“Environmental Attributes” means any and all attributes, credits, benefits, emission reductions, offsets, and allowances, howsoever entitled, attributable to the characteristics, production, use or combustion of renewable diesel or its displacement or reduction in the use of transportation fuel, but only to the extent that any of the foregoing is generated, produced and verified through and in compliance with the RFS Program, the LCFS, the OCFP, and any other applicable CFP. For sake of clarity, Environmental Attributes (i) to the extent verified, includes RINs, BTCs, LCFS Credits, OCFP Credits, and CFP Credits, and (ii) excludes any federal or state tax credits, development credits, or similar incentives (other than any BTCs, which, for the avoidance of doubt, shall be included in the definition of “Environmental Attributes”).

“Equity Interests” mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant, convertible debt or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“Event of Default” means an “Event of Default” or “Termination Event”, as applicable, in each case, as defined in the applicable First Priority Documents or any corresponding definition thereunder.

“Finance Document” means any of the Intermediation Facility Documents, the Renewables Intermediation Facility Documents or the Term Loan Documents, as applicable.

“First Priority Documents” means, with respect to any Type of Collateral, the relevant Finance Documents governing the First Priority Obligations.

“First Priority Lien” means any Lien on any Type of Collateral securing any First Priority Obligation.

“First Priority Obligations” means, at any time of determination, (i) with respect to the Intermediation Facility Priority Collateral, all Intermediation Facility Obligations; (ii) with respect to the Renewables Intermediation Facility Priority Collateral, all Renewables Intermediation Facility Obligations; and (iii) with respect to the Term Loan Priority Collateral, all Term Loan Obligations.

“First Priority Obligations Payment Date” means (i) with respect to the Intermediation Facility Priority Collateral, the Intermediation Facility Termination Date; (ii) with respect to the Renewables Intermediation Facility Priority Collateral, the Renewables Intermediation Facility Termination Date; and (iii) with respect to the Term Loan Priority Collateral, the Term Loan Termination Date.

“First Priority Representative” means, at any time of determination, with respect to any Type of Collateral, the applicable Representative for the holders of the First Priority Obligations with respect to such Collateral.

“First Priority Secured Parties” means, with respect to any Type of Collateral, the relevant First Priority Representative and the holders of such First Priority Obligations.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to any government (including any supernational bodies such as the European Union, the European Central Bank or the Organisation for Economic Co-operation and Development).

“Grantor” means the Company and the Renewables Company that have granted a Lien on any assets that constitute Collateral.

“Hydrocarbon Credit Support” means, as of any time, all Inventory constituting or consisting of “Hydrocarbons” (as defined in the Intermediation Agreement ) then owned or at any time hereafter acquired by the Company, that is located at a Company Storage Location (as defined in the Intermediation Facility Documents); provided that “Hydrocarbon Credit Support” shall not include any Excluded Property (as defined in the Intermediation Facility Security Documents) or any Catalyst Assets.

“Idemitsu Parent Guaranty” means that certain guaranty entered into by between the Renewables Company (as beneficiary) and Idemitsu Kosan Co., Ltd (as guarantor) on February 8, 2022, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Idemitsu Product Offtake Agreement” means that certain Idemitsu Product Offtake Agreement as defined in the Renewables Intermediation Agreement, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Indebtedness” means and includes all obligations and liabilities that constitute “Indebtedness” under and as defined in the Term Loan Agreement, “Transaction Obligations” under and as defined in the Intermediation Agreement or “Transaction Obligations” under and as defined in the Renewables Intermediation Agreement, as applicable.

“Independent Amount Letter” means the independent amount letter entered into between the Company and the Intermediation Facility Secured Party on April 1, 2022 in connection with the Intermediation Agreement, as may be amended from time to time.

“Insolvency Proceeding” shall mean any of the following: (a) the filing by any Grantor of a voluntary petition in bankruptcy under any state, federal or foreign Debtor Relief Law (including the Bankruptcy Code) or a petition to take advantage of any receivership or insolvency laws, including any petition seeking the dissolution, winding up, total liquidation, reorganization, composition, arrangement, adjustment or readjustment or other relief of such Grantor, such Grantor’s debts or such Grantor’s assets or the appointment of a trustee, receiver, liquidator, custodian or similar official for such Grantor or a material part of such Grantor’s property; (b) the appointment of a receiver, liquidator, trustee, custodian or other similar official for such Grantor or all or a material part of such Grantor’s assets; (c) the filing of any petition against such Grantor under any state, federal or foreign Debtor Relief Law (including the Bankruptcy Code) or other receivership or insolvency law, including any petition seeking the dissolution, winding up, total liquidation, reorganization, composition, arrangement, adjustment or readjustment or other relief of such Grantor, such Grantor’s debts or such Grantor’s assets or the appointment of a trustee, receiver, liquidator, custodian or similar official for such Grantor or a material part of such Grantor’s property; (d) the general assignment by such Grantor for the benefit of creditors or any other marshaling of the assets and liabilities of such Grantor; or (e) any other case or proceeding of any type or nature in which substantially all claims of creditors of the Grantors are determined and any payment or distribution is or may be made on account of such claims.

“Intellectual Property” means all of a Person’s right, title, and interest in and to the following: Copyrights, Trademarks and Patents (including registrations and applications therefor prior to granting, and whether or not filed, recorded or issued); domain names; all trade secrets and related rights, including without limitation rights to unpatented inventions, know-how and manuals; all design rights; claims for damages by way of past, present and future infringement of any of the rights included above; all amendments, renewals and extensions of any Copyrights, Trademarks or Patents; all licenses or other rights to use any of the foregoing and all license fees and royalties arising from such use; and all proceeds and products of the foregoing.

“Intermediation Agreement” means the Supply and Offtake Agreement entered into between the Company and the Intermediation Facility Secured Party on April 1, 2022 in relation to, amongst other matters, the sale and purchase of “Crude Oil” and “Products” (each as defined in the Intermediation Agreement), as amended from time to time.

“Intermediation Cash Collateral” means the “Independent Amount” (as defined in the Independent Amount Letter).

“Intermediation Facility Documents” means the Intermediation Agreement, the Intermediation Facility Guaranty, the Intermediation Facility Parent Guaranty, the Independent Amount Letter and the other “Transaction Documents” (as defined in the Intermediation Agreement as amended from time to time in accordance herewith) and each of the other agreements, documents and instruments providing for or evidencing any other Intermediation Facility Obligations, and any other document or instrument executed or delivered at any time in connection with any Intermediation Facility Obligations, including any intercreditor or joinder agreement among holders of Intermediation Facility Obligations, to the extent such are effective at the relevant time, as each may be amended or modified from time to time in accordance with this Agreement.

“Intermediation Facility Guaranty” means that certain unsecured Guaranty, dated on or around the Amendment and Restatement Date, made by Renewables Company in favor of the Intermediation Facility Secured Party with respect to the Guaranteed Obligations (as defined therein).

“Intermediation Facility Obligations” means all obligations of every nature of the Company under the Intermediation Facility Documents, the Parent under the Intermediation Facility Parent Guaranty and the Renewables Company under the Intermediation Facility Guaranty, including obligations to purchase Inventory, repay principal, pay interest (including default interest accruing pursuant to the terms of the applicable Intermediation Facility Document), fees (including prepayment fees), Post-Petition Interest, costs, expenses, indemnities or otherwise (including all fees and disbursements of counsel to the Intermediation Facility Secured Parties or any other holder of Intermediation Facility Obligations that, in each case, are required to be paid or reimbursed by the Company pursuant to the terms of any such Intermediation Facility Document, Parent pursuant to the Intermediation Facility Parent Guaranty or Renewables Company pursuant to the Intermediation Facility Guaranty), in each case, whether fixed or contingent, whether direct or indirect, whether due or to become due and whether now existing or hereafter incurred, but for the avoidance of doubt, excluding (x) all Term Loan Bank Product Obligations and (y) all Renewables Intermediation Facility Obligations under any Renewables Intermediation Facility Documents.

“Intermediation Facility Parent Guaranty” means that certain unsecured Guaranty, dated as of April 1, 2022 made by Parent in favor of the Intermediation Facility Secured Party with respect to the Guaranteed Obligations (as defined therein).

“Intermediation Facility Priority Collateral” means all of the following assets of the Company with respect to which a Lien is granted as security for the Intermediation Facility Obligations in each case whether tangible or intangible: (a) all Inventory subject to or intended to be sold as Intermediation Title Property under the Intermediation Facility Documents; (b) all Inventory constituting Hydrocarbon Credit Support; (c) the Intermediation Facility Secured Parties’ Business Interruption Insurance Percentage of the proceeds of business interruption insurance policies (subject in all respects to Section 3.08); and (d) all Proceeds of (including other proceeds of insurance with respect to the foregoing), and Supporting Obligations (including Letter-of-Credit Rights) with respect to, any of the foregoing.

“Intermediation Facility Representative” means, initially, the Intermediation Facility Secured Party as set forth in the introductory paragraph of this Agreement or, from and after the date of any Refinancing in full or replacement of the Intermediation Agreement (or entry into any other permitted Intermediation Agreement), the Person(s) identified as the intermediation facility representative under such replacement or additional Intermediation Agreement; provided that the Intermediation Agreement (or any other of the Transaction Documents (as defined in the Intermediation Agreement)) in effect on April 1, 2022, as amended, modified or waived, shall not constitute a “replacement” Intermediation Agreement.

“Intermediation Facility Secured Parties” means the Intermediation Facility Secured Party and all other holders of the Intermediation Facility Obligations.

“Intermediation Facility Security Documents” means, individually or collectively, as context requires, all “Lien Documents” (under and as defined in the Intermediation Agreement) or other agreements which grant or transfer for security executed and delivered by any Grantor creating (or purporting to create) a Lien upon Intermediation Facility Priority Collateral in favor of the Intermediation Facility Secured Party or contains any right for remedies or enforcement in favor of the Intermediation Facility Secured Party involving Collateral, in each case, as amended, restated, amended and restated, modified, renewed, restated or replaced, in whole or in part, from time to time.

“Intermediation Facility Termination Date” means the first date on which the Discharge of Intermediation Facility Obligations in respect of the applicable Intermediation Facility Documents shall have occurred. Notwithstanding the foregoing, if at any time substantially concurrently with or after any Intermediation Facility Termination Date has occurred, any Grantor enters into any Intermediation Facility Document evidencing any Intermediation Facility Obligations permitted hereby, then such Intermediation Facility Termination Date shall automatically be deemed to not have occurred for all purposes of this Agreement, and the obligations under such Intermediation Facility Document shall automatically be treated as “Intermediation Facility Obligations” for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein.

“Intermediation Title Property” means the volumes of Inventory that are owned or under contract to be acquired and owned by the Intermediation Facility Secured Parties and held in any of the “Included Storage Locations” (as defined in the Intermediation Agreement) pursuant to the Intermediation Agreement.

“Inventory” means any and all inventory of any Grantor, including (i) crude oil, refined products, sulfur or other hydrocarbon inventory of the Grantors (including hydrocarbons in storage, in transit, in process or in pipelines of the Refinery), Renewable Feedstock and refined product (including Renewable Biomass), (ii) Renewable Product, (iii) Environmental Attributes, (iv) RINs and (v) all other property or assets included within the scope of the definition of “Inventory” as such term is defined in the UCC but excluding Catalyst Assets which are not intended to be Intermediation Facility Priority Collateral or Renewable Intermediation Facility Priority Collateral.

“LCFS” means the California Low Carbon Fuel Standard as set forth in Section 95484 of Title 17 of the California Code of Regulations, as amended or supplemented.

“LCFS Credits” means a Credit as defined in the LCFS Regulations.

“LCFS Regulations” means the regulations, orders, decrees and standards issued by a Governmental Authority implementing or otherwise applicable to the LCFS as set forth in 17 CCR § 95480 et seq. and each successor regulation.

“License Expiration Date” has the meaning set forth in Section 3.04(c).

“Lien” means any pledge, bailment, lease, mortgage, deed of trust (or similar instrument), hypothecation, conditional sales and title retention agreement, charge, claim, encumbrance or other lien in favor of any Person.

“Macquarie BONY Account” means that certain deposit account held at Bank of New York and subject to an account control agreement in favor of the Renewables Intermediation Facility Secured Party, and any successor account similarly subject to an account control agreement satisfactory to the Renewables Intermediation Facility Secured Party.

“Mortgage” means each of the mortgages and deeds of trust made by any Grantor to secure any Secured Obligations or under which rights or remedies with respect to any such Lien are governed.

“Non-Conforming Renewable Product” means a renewable diesel that (i) is produced from one hundred percent (100%) Renewable Biomass and no portion of which is produced from non-renewable feedstock, including petroleum products; and (ii) does not meet the Renewable Product Specifications.

“OCFP” means the Oregon Clean Fuels Program as set forth in Oregon Administrative Rules 340-253-0060(4) and each successor regulation.

“OCFP Credits” means a credit as defined in the OCFP Regulations.

“OCFP Regulations” mean the regulations, orders, decrees and standards issued by a Governmental Authority implementing or otherwise applicable to the OCFP.

“Parent” means Vertex Energy, Inc., a Nevada corporation.

“Patents” means all issued patents, patent applications and like protections including without limitation rights and privileges arising under Applicable Law with respect thereto (in the United States), inventions, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrues after the commencement of any Insolvency Proceeding, whether or not such interest, fees, expenses or other charges are allowed or allowable against the Company, the Renewables Company or Parent in such Insolvency Proceeding.

“Re-Characterization” means the actual or purported re-characterization by any court, arbitrator or Governmental Authority re-characterizing all or part of the transactions contemplated by the Intermediation Agreement or the Renewables Intermediation Agreement (whether as a financing transaction or otherwise) in such manner as to give any Grantor rights, title or interest in any Intermediation Title Property or any Renewables Intermediation Title Property or otherwise purport to include any Intermediation Title Property or any Renewables Intermediation Title Property in the debtor’s estate of any Grantor. “Re-Characterized” shall have a correlative meaning.

“Real Property” means, at any time, any of the real property owned or leased by any Grantor.

“Recovery” has the meaning set forth in Section 5.05.

“Refinance” means, in respect of any indebtedness or other obligation, to refinance, extend, renew, defease, supplement, restructure, replace, refund or repay, or to issue other indebtedness or obligation in exchange or replacement for such indebtedness or obligation, in whole or in part, whether with the same or different lenders, arrangers, agents or buyers. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinery” means that certain facility acquired by the Company, located at Mobile, Alabama consisting of petroleum processing equipment and related facilities.

“Renewable Biomass” has the meaning set forth in 42 U.S.C. § 7545(o)(I).

“Renewable Feedstock” means all renewable feedstocks, including Renewable Biomass.

“Renewable Product” means all Conforming Renewable Product or Non-Conforming Renewable Product.

“Renewable Product Specifications” means (i) the requirements and specifications for fuels and fuel additives established by the U.S. Environmental Protection Agency in Part 79 of Title 40 of the Code of Federal Regulations; (ii) the requirements and specifications established by the California Air Resources Board in Sections 2281, 2282, and 2284 of Title 13 of the California Code of Regulations; (iii) the requirements and specifications of American Society of Testing and Materials specification D 975; and (iv) all requirements under Applicable Law governing the production and composition of renewable diesel sold and used as vehicle fuel, including those imposed by any Governmental Authority and under any CFP.

“Renewables Company” has the meaning set forth in the introductory paragraph of this Agreement.

“Renewables Company EMTS Account” means the Renewables Company’s EPA Moderated Transaction System Account for RINs maintained in the name of the Renewables Company with EMTS, with identifier number 2215.

“Renewables Credit Support” means, as of any time, all Inventory constituting or consisting of “Renewables” and other goods used in the production of “Renewable Product” (as each such term is defined in the Renewables Intermediation Agreement) then owned or at any time hereafter acquired by the Renewables Company, as applicable, that is located at a Company Storage Location (as defined in the Renewables Intermediation Agreement; provided that “Renewables Credit Support” shall not include any Excluded Property (as defined in the Renewables Intermediation Facility Security Documents) or any Catalyst Assets.

“Renewables Independent Amount Letter” means the independent amount letter entered into between the Renewables Company and the Renewables Intermediation Facility Secured Party on or around the Amendment and Restatement Date in connection with the Renewables Intermediation Agreement, as the same may be amended from time to time.

“Renewables Intermediation Agreement” means the Supply and Offtake Agreement entered into between the Renewables Company and the Renewables Intermediation Facility Secured Party dated on or around the Amendment and Restatement Date in relation to, amongst other matters, the sale and purchase of “Permitted Feedstock” and provision of certain financing accommodations in respect of “Renewable Products” (each as defined in the Renewables Intermediation Agreement), as amended from time to time.

“Renewables Intermediation Cash Collateral” means the “Independent Amount” (as defined in the Renewables Independent Amount Letter).

“Renewables Intermediation Facility Documents” means the Renewables Intermediation Agreement, the Renewables Independent Amount Letter, the Renewables Intermediation Facility Guaranty, the Renewables Intermediation Facility Parent Guaranty and the other “Transaction Documents” (as defined in the Renewables Intermediation Agreement as amended from time to time in accordance herewith) and each of the other agreements, documents and instruments providing for or evidencing any other Renewables Intermediation Facility Obligations, and any other document or instrument executed or delivered at any time in connection with any Renewables Intermediation Facility Obligations, including any intercreditor or joinder agreement among holders of Renewables Intermediation Facility Obligations, to the extent such are effective at the relevant time, as each may be amended or modified from time to time in accordance with this Agreement.

“Renewables Intermediation Facility Guaranty” means that certain unsecured Guaranty, dated on or around the Amendment and Restatement Date, made by Company in favor of the Renewables Intermediation Facility Secured Party with respect to the Guaranteed Obligations (as defined therein).

“Renewables Intermediation Facility Obligations” means all obligations of every nature of the Renewables Company under the Renewables Intermediation Facility Documents, the Parent under the Renewables Intermediation Facility Parent Guaranty and the Company under the Renewables Intermediation Facility Guaranty, including obligations to purchase Inventory, repay principal, pay interest (including default interest accruing pursuant to the terms of the applicable Renewables Intermediation Facility Document), fees (including prepayment fees), Post-Petition Interest, costs, expenses, indemnities or otherwise (including all fees and disbursements of counsel to the Renewables Intermediation Facility Secured Parties or any other holder of Renewables Intermediation Facility Obligations that, in each case, are required to be paid or reimbursed by the Renewables Company pursuant to the terms of any such Renewables Intermediation Facility Document, the Parent pursuant to the Renewables Intermediation Facility Parent Guaranty or the Company pursuant to the Renewables Intermediation Facility Guaranty), in each case, whether fixed or contingent, whether direct or indirect, whether due or to become due and whether now existing or hereafter incurred, but for the avoidance of doubt, excluding (x) all Term Loan Bank Product Obligations and (y) all Intermediation Facility Obligations under any Intermediation Facility Documents.

“Renewables Intermediation Facility Parent Guaranty” means that certain unsecured Guaranty, dated on or around the Amendment and Restatement Date made by Parent in favor of the Renewables Intermediation Facility Secured Party with respect to the Guaranteed Obligations (as defined therein).

“Renewables Intermediation Facility Priority Collateral” means all of the following assets of the Renewables Company with respect to which a Lien is granted as security for the Renewables Intermediation Facility Obligations in each case whether tangible or intangible: (a) all Inventory, including Inventory subject to or intended to be sold as Renewables Intermediation Title Property under the Renewables Intermediation Facility Documents; (b) all Inventory constituting Renewable Products and Renewable Feedstock; (c) all Environmental Attributes; (d) all BTCs; (e) all Inventory constituting Renewables Credit Support, (f) the Renewable Company’s EMTS Account (to the extent containing any RINs); (g) the Renewables Intermediation Facility Secured Parties’ Business Interruption Insurance Percentage of the proceeds of business interruption insurance policies (subject in all respects to Section 3.09); (h) all Proceeds of (including other proceeds of insurance with respect to the foregoing) and Supporting Obligations (including Letter-of-Credit Rights) with respect to any of the foregoing; (i) the Accounts (together with all Proceeds and Payment Intangibles deriving therefrom and the Supporting Obligations provided in connection therewith, including, without limitation, the Idemitsu Parent Guaranty) relating to the Idemitsu Product Offtake Agreement and the Idemitsu Parent Guaranty; and (j) the Macquarie BONY Account and the cash or Cash Equivalents within the Macquarie BONY Account.

“Renewables Intermediation Facility Representative” means, initially, the Renewables Intermediation Facility Secured Party as set forth in the introductory paragraph of this Agreement or, from and after the date of any Refinancing in full or replacement of the Renewables Intermediation Agreement (or entry into any other permitted Renewables Intermediation Agreement), the Person(s) identified as the intermediation facility representative under such replacement or additional Renewables Intermediation Agreement; provided that the Renewables Intermediation Agreement (or any other of the Transaction Documents (as defined in the Renewables Intermediation Agreement)) in effect on the Amendment and Restatement Date, as amended, modified or waived, shall not constitute a “replacement” Renewables Intermediation Agreement.

“Renewables Intermediation Facility Secured Parties” means the Renewables Intermediation Facility Secured Party and all other holders of the Renewables Intermediation Facility Obligations.

“Renewables Intermediation Facility Security Documents” means, individually or collectively, as context requires, all “Lien Documents” (under and as defined in the Renewables Intermediation Agreement) or other agreements which grant or transfer for security executed and delivered by any Grantor creating (or purporting to create) a Lien upon Renewables Intermediation Facility Priority Collateral in favor of the Renewables Intermediation Facility Secured Party or contains any right for remedies or enforcement in favor of the Renewables Intermediation Facility Secured Party involving Collateral, in each case, as amended, restated, amended and restated, modified, renewed, restated or replaced, in whole or in part, from time to time.

“Renewables Intermediation Facility Termination Date” means the first date on which the Discharge of Renewables Intermediation Facility Obligations in respect of the applicable Renewables Intermediation Facility Documents shall have occurred. Notwithstanding the foregoing, if at any time substantially concurrently with or after any Renewables Intermediation Facility Termination Date has occurred, any Grantor enters into any Renewables Intermediation Facility Document evidencing any Renewables Intermediation Facility Obligations permitted hereby, then such Renewables Intermediation Facility Termination Date shall automatically be deemed to not have occurred for all purposes of this Agreement, and the obligations under such Renewables Intermediation Facility Document shall automatically be treated as “Renewables Intermediation Facility Obligations” for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein.

“Renewables Intermediation Title Property” means the volumes of Inventory that are owned or under contract to be acquired and owned by the Renewables Intermediation Facility Secured Parties and held in any of the “Included Storage Locations” (as defined in the Renewables Intermediation Agreement) pursuant to the Renewables Intermediation Agreement.

“Renewables License Expiration Date” has the meaning set forth in Section 3.04(c).

“Representatives” means the Intermediation Facility Representative, the Renewables Intermediation Facility Representative or the Term Loan Agent, as applicable.

“RFS Program” means the renewable fuel program and policies established section 211(o) of the Clean Air Act (42 U.S.C. § 7545(o)) as implemented by the U.S. Environmental Protection Agency under Subpart M of Part 80 of Title 40 of the Code of Federal Regulations.

“RIN” means renewable identification number, which is the serial number assigned to a batch of biofuel for the purpose of tracking biofuel production, use and trading as required by the RFS Program.

“Secured Obligations” means the Intermediation Facility Obligations, the Renewables Intermediation Facility Obligations and the Term Loan Obligations.

“Secured Parties” means the Intermediation Facility Secured Parties, the Renewables Intermediation Facility Secured Parties and the Term Loan Secured Parties.

“Security Document” means any of the Intermediation Facility Security Documents, the Renewables Intermediation Facility Security Documents and the Term Loan Collateral Documents.

“Subsidiary” means any Person that is an entity of which a majority of the outstanding capital stock, membership interests, partnership interests or other equity interests entitled to vote for the election of directors, managers or the equivalent is owned by Parent directly or indirectly through Subsidiaries including any Subsidiary formed after April 1, 2022. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

“Supporting Obligations” means all supporting obligations, as such term is defined in Section 9-102 of the New York UCC, and shall include, without limitation, the Idemitsu Parent Guaranty.

“Term Loan Agent” means, initially, the Term Loan Agent as set forth in the introductory paragraph of this Agreement or, from and after the date of any Refinancing in full or replacement of the Term Loan Agreement, the Person identified as the collateral agent under such replacement Term Loan Agreement or, if there is more than one replacement Term Loan Agreement outstanding at any time, the Controlling Term Loan Agent; provided that the Term Loan Agreement in effect on April 1, 2022, as amended, modified or waived, shall not constitute a “replacement” Term Loan Agreement.

“Term Loan Agreement” means (i) that certain Loan and Security Agreement, dated as of April 1, 2022, among the Parent, Company, the other guarantors party thereto, the lenders party thereto and the Term Loan Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time after April 1, 2022 in accordance with this Agreement and (ii) any credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any Indebtedness or other financial accommodation incurred or provided in connection with any Refinancing of Indebtedness thereunder.

“Term Loan Bank Product Obligations” shall mean all “Bank Product Obligations” (as defined in the Term Loan Agreement) arising under Secured Bank Product Agreements and Secured Hedge Agreements (each as defined in the Term Loan Agreement); provided that Term Loan Bank Product Obligations shall not include any Intermediation Facility Obligations or any Renewables Intermediation Facility Obligations (including, without limitation, any Transaction Obligations and Related Hedges (in each case, under and as defined under the Intermediation Agreement (as in effect on April 1, 2022) or the Renewables Intermediation Agreement (as in effect on the Amendment and Restatement Date), respectively) under any Intermediation Facility Document or any Renewables Intermediation Facility Document, including, without limitation, by virtue of setoff or indemnification rights under any such Intermediation Facility Documents or Renewables Intermediation Facility Documents).

“Term Loan Collateral Documents” means the “Collateral Documents” as defined in the Term Loan Agreement or any corresponding definition thereunder.

“Term Loan Documents” means the Term Loan Agreement, the Term Loan Collateral Documents and any other “Loan Documents” (as defined in the Term Loan Agreement or any corresponding definition thereunder), other than this Agreement.

“Term Loan Obligations” means all “Secured Obligations” as defined in the Term Loan Agreement or any corresponding definition thereunder.