eRecorded in Philadelphia PA Doc Id: 52837389

10/08/2014 Receipt#: 1413436
Page 1 of 26 Rec Fee: $222.00
Commissioner of Records Doc Code: 

State RTT: Local RTT:

This instrument prepared by,
and after recording please return to:

Skadden, Arps, Slate; Meagher Flom LLP
Four Times Square

New York, New York 10024

Attention: Susan A. Brown, Esq.

Property Parcel Numbers: 885044000; 884096500; 884095400
884095500; 884097044; 884096700

 

ANIENDED AND RESTATED OPEN-END SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT
AND FIXTURE FILING (SECURES FUTURE ADVANCES)

made by

PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC,
Mortgagor,

t0

MERRILL COMMODITIES, IN C.,
Mortgagee

Effective as of October l, 2014

 

THIS OPEN-END MORTGAGE SECURES FUTURE ADVANCES AND RE-ADVANCES UP TO A MAXIMUM PRINCIPAL
AMOUNT OF $10,000,000 AT ANY TIME OUTSTANDING PLUS ACCRUED INTEREST AND OTHER INDEBTEDNESS
DESCRIBED IN 42 PA.C.S.A. ?8143.

ATTENTION: FILING OFFICER-THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES
ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE
MORTGAGES ON REAL PROPERTY ARE RECORDED. ADDITIONALLY, THIS INSTRUIVIENT SHOULD BE
APPROPRIATELY NOT ONLY AS A MORTGAGE BUT ALSO AS A FINANCING STATEMENT FILED AS A
FIXTURE FILING COVERING GOODS THAT ARE OR ARE TO FIXTURES ON THE REAL PROPERTY
DESCRIBED HEREIN. THE MAILING ADDRESSES OF MORTGAGOR AND MORTGAGEE ARE SET FORTH IN THIS
INSTRUIWENT.

 

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AMENDED AND RESTATED OPEN-END MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE
FILING (SECURES FUTURE ADVANCES)

THIS AMENDED AND RESTATED OPEN-END MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND
FIXTURE FILING (SECURES FUTURE ADVANCES), dated as of September 24, 2014 but
effective as of October '1 2014 (the "Effective Date") is made by PHILADELPHIA ENERGY
SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company
(?Mortgagor?), whose address is 1735 Market Street, Philadelphia, 19103, to
MERRILL COMMODITIES, INC., as Collateral Agent, as mortgagee and secured
party (in such capacity, ?Mortgagee?), whose address is Merrill Commodities, Inc., 20 E.
Greenway Plaza, Suite 700, Houston, Texas 77046. References to this ?Mortgage? shall mean this
instrument and any and all renewals, modi?cations, amendments, supplements, extensions,
consolidations, substitutions, Spreaders and replacements of this instrument.

 

Background

A. Mortgagor is the owner of the fee simple estate in the parcels of real property
described on Schedule A attached hereto (collectively, the and Mortgagor owns all of the
buildings, improvements, structures, and ?xtures now or subsequently located on the Land
(collectively, the ?Improvements?; the Land and the Improvements being collectively referred to
as the ?Real Estate?), other than those certain pipelines and associated improvements owned by a
third party which are currently on the Land, as more particularly described in Section 11.02(bb) of
the SOA Agreement.

B. Mortgagor, the several banks and other ?nancial institutions or entities from
time to time parties thereto (collectively, the ?Lenders?) and JP. Morgan Ventures Energy
Corporation are parties to that certain Supply and Offtake Agreement, dated as of
September 8, 2012, as amended by First Amendment to Supply and Of?ake Agreement, dated as
of December 14, 2012, and by Second Amendment and Consent to Supply and Offtake
Agreement, dated as of April 4, 2013 (as the same may be amended, restated, amended and
restated, Substituted, replaced, supplemented or otherwise modi?ed from time to time, the
?Original SOA Agreement?).

C. The Original SOA Agreement was secured by, among other things, that certain
mortgage on the Real Estate, as more particularly set forth on Exhibit A hereto (the "Original

Mortgage").

D. The Original SOA Agreement has been assigned to Mortgagee pursuant to that
certain Assignment and Assumption Agreement, dated as of the Effective Date by and among,
JPMVEC, as assignor, Mortgagee, as assignee, and joined by Mortgagor and PBS Administrative
Services, LLC (the "Assignment Agreement") and Mortgagor and Mortgagee have entered into
that certain Amended and Restated Supply and Offtake Agreement as of the Effective Date (as
amended, restated, amended and restated, supplemented, modi?ed, extended, renewed, replaced,
re?nanced or restructured from time to time, the OA Agreement"), pursuant to which the

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Lenders have severally agreed to make extensions of credit to the Mortgagor upon the terms and
subject to the conditions set forth therein.

E. In accordance with the terms of the Assignment Agreement, Assignor assigned
the Original Mortgage to Assignee.

F. It is a requirement under the SOA Agreement that Mortgagor shall have
executed and delivered this Mortgage to Mortgagee for the ratable benefit of the Secured Parties.

G. The parties hereto intend these background recitals to be a material part of this
Mortgage.

Granting Clauses

For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Mortgagor agrees that to secure the payment and performance in full of the
Obligations;

MORTGAGOR HAS CONVEYED, GRANTED, BARGAINED, SOLD, ASSIGNED,
TRANSFERRED, MORTGAGED, WARRANTED AND SET OVER AND BY THESE
PRESENTS DOES HEREBY CONVEY, GRANT, BARGAIN, SELL, ASSIGN, TRANSFER,
MORTGAGE, WARRANT AND SET OVER TO MORTGAGEE, AND GRANTS
MORTGAGEE, A LIEN ON AND SECURITY INTEREST IN (WHICH IN EACH CASE
SHALL BE SUBJECT TO THE PROVISIONS OF PARAGRAPH 35 HEREOF, INCLUDING
THE RIGHTS OF THE LENDERS UNDER THAT CERTAIN TERM LOAN CREDIT
AGREEMENT TO CERTAIN TERM LOAN PRIORITY COLLATERAL AND THE RIGHTS
OF LENDERS UNDER THAT CERTAIN ABL CREDIT AGREEMENT TO CERTAIN
ABLKSOA PRIORITY COLLATERAL):

the Land;

all right, title and interest Mortgagor now has or may hereafter acquire in and to
the Improvements or any part thereof and all the estate, right, title, claim or demand
whatsoever of Mortgagor, in possession or expectancy, in and to the Real Estate or any part
thereof;

all right, title and interest of Mortgagor in, to and under all easements, rights of
way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys,
passages, sewer rights, waters, water courses, water and flowage rights, development
rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates,
rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances
belonging, relating or appertaining to the Real Estate, and any reversions, remainders,
rents, issues, pro?ts and revenue thereof (in each case to the extent permitted by applicable
law or by agreement creating such estate, right, title, interest, privilege or license) and all
land lying in the bed of any street, road or avenue, in front of or adjoining the Real Estate to
the center line thereof;

all of the ?xtures, chattels, business machines, machinery, apparatus,
equipment, furnishings, fittings, appliances and articles of personal property of every kind

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and nature whatsoever, and all appurtenances and additions thereto and substitutions or
replacements thereof (together with, in each case, attachments, components, parts and
accessories) currently owned or subsequently acquired by Mortgagor and now or
subsequently attached to, or contained in or used or usable in any way in connection with
any operation or letting of the Real Estate, including but without limiting the generality of
the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets,
rugs, storm doors and windows, furniture and furnishings, heating, electrical, and
mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and
air?cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators,
loading and unloading equipment and systems, stoves, ranges, laundry equipment,
cleaning systems (including window cleaning apparatus), telephones, communication
systems (including satellite dishes and antennae), televisions, computers, sprinkler systems
and other ?re prevention and extinguishing apparatus and materials, security systems,
motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, ?ttings and ?xtures
of every kind and description, but excluding motor vehicles (all of the foregoing in this
paragraph being referred to as the ?Eguipment?);

all right, title and interest of Mortgagor in and to all substitutes and
replacements of, and all additions and improvements to, the Real Estate and the
Equipment, subsequently acquired by or released to Mortgagor or constructed, assembled
or placed by Mortgagor on the Real Estate, immediately upon such acquisition, release,
construction, assembling or placement, including, without limitation, any and all building
materials whether stored at the Real Estate or offsite, and, in each such case, without any
further deed, conveyance, assignment or other act by Mortgagor;

all right, title and interest of Mortgagor, in, to and under all leases, subleases
and underlettings wherein Mortgagor is a lessor of the Real Estate (speci?cally excluding
real preperty leaseholds), concession agreements, management agreements, licenses and
other agreements relating to the use or occupancy of the Real Estate or the Equipment or
any part thereof, now existing or subsequently entered into by Mortgagor and whether
written or oral and all guarantees of any of the foregoing (collectively, as any of the
foregoing may be amended, restated, extended, renewed or modi?ed from time to time, the
?Leases?), and all rights of Mortgagor in respect of cash and securities deposited
thereunder and the right to receive and collect the revenues, income, rents, issues and
pro?ts thereof, together with all other rights of Mortgagor in respect of rents, royalties,
issues, pro?ts, revenue, income and other bene?ts arising from the use and enjoyment of
the Mortgaged Property (as de?ned below) (in each case to the extent permitted by
applicable law or by agreement creating such right, title and interest of Mortgagor)
(collectively, the ?Rents?);

all unearned premiums under insurance policies now or subsequently obtained
by Mortgagor relating to the Real Estate or Equipment and Mortgagor?s interest in and to
all proceeds of any such insurance policies (including title insurance policies) including the
right to collect and receive such proceeds, subject to the provisions relating to insurance
generally set forth below; and Mortgagor?s interest in any and all awards and other
compensation, including the interest payable thereon and the right to collect and receive
the same, made to the present or any subsequent owner of the Real Estate or Equipment fer

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the taking by eminent domain, condemnation or otherwise, of all or any part of the Real
Estate or any easement or other right therein;

to the extent permitted by applicable law and not prohibited under the
applicable contract, consent, license or other item unless the appropriate consent has been
obtained, all right, title and interest of Mortgagor in and to all contracts from time to
time executed by Mortgagor or any manager or agent on its behalf relating to the
ownership, construction, maintenance, repair, operation, occupancy, sale or ?nancing of
the Real Estate or Equipment or any part thereof and all agreements and options relating to
the purchase or lease of any portion of the Real Estate or any property which is adjacent or
peripheral to the Real Estate, together with the right to exercise such options and all leases
of Equipment, (ii) all consents, licenses, building permits, certi?cates of occupancy and
other governmental approvals relating to construction, completion, occupancy, use or
operation of the Real Estate or any part thereof, and all drawings, plans, speci?cations
and similar or related items relating to the Real Estate; and

all proceeds, both cash and noncash, of the foregoing;

(All of the foregoing property and rights and interests now owned or held or
subsequently acquired by Mortgagor and described in the foregoing clauses through are
collectively referred to as the ?Premises?, and those described in the foregoing clauses through
are collectively referred to as the ?Mortgaged Property?).

 

Notwithstanding anything to the contrary contained in clauses through 
above, inclusive, the lien and security interest created by this Mortgage shall not extend to, and the
term ?Mortgaged Property? shall not include, any Excluded Property. The Mortgagor shall, from
time to time or at the reasonable request of the Mortgagee, give written notice to the Mortgagee
identifyng in reasonable detail the Excluded Property and shall provide to the Mortgagee such
other information regarding the Excluded Property as the Mortgagee may reasonably request.

TO HAVE AND TO HOLD the Mortgaged Property and the rights and privileges
hereby mortgaged unto Mortgagee, its successors and assigns for the uses and purposes set forth,
until the Obligations are fully paid and performed, provided, however, that the condition of this
Mortgage is such that if the Obligations are fully paid and performed, then the estate hereby
granted shall cease, terminate and become void.

This Mortgage covers present and future advances and re-advances, in the
aggregate amount of the obligations secured hereby, made by the Secured Parties for the bene?t of
Mortgagor, and the lien of such future advances and re-advances shall relate back to the date of this
Mortgage in the manner described in Section 34 hereof.

Terms and Conditions

Mortgagor further represents, warrants, covenants and agrees with Mortgagee and
the Secured Parties as follows:

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52837389 )Page 6 off-26
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1. De?ned Terms. Capitalized terms used herein (including in the ?Background? and
?Granting Clauses? sections above) and not otherwise de?ned herein shall have the meanings
ascribed thereto in the SOA Agreement or the Security Agreement, as applicable. Section 1.02 of
the SOA Agreement shall apply herein mutatis mutandis. References in this Mortgage to the
?Default Rate? shall mean the interest rate applicable pursuant to Section16.12(a) of the SOA
Agreement.

2. Warranty of Title. Mortgagor warrants that it has good record title in fee simple to the
Real Estate, and good title to the rest of the Mortgaged Property, subject only to the matters that are
set forth in Schedule of the title insurance policy being issued to Mortgagee to insure the lien of
this Mortgage and any other lien or encumbrance as permitted by Section 11.02 of the SOA
Agreement (the ?Permitted Exceptions?). Mortgagor shall warrant, defend and preserve such title
and the lien of this Mortgage against all claims of all persons and entities (not including the holders
of the Permitted Exceptions). Mortgagor represents and warrants that, as of the date hereof it has
the right to mortgage the Mortgaged Property.

 

3 . Payment of Obligations. Mortgagor shall pay and perform the Obligations at the times
and places and in the manner speci?ed in the Loan Documents.

4. Reguirements. Mortgagor shall comply with all covenants, restrictions and conditions
now or later of record which may be applicable to any of the Mortgaged Property, or to the use,
manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction
of any of the Mortgaged Property, except where a failure to do so could not reasonably be expected
to have a material adverse effect (considered both individually and together with other such
failures) on the current business, operations or condition (?nancial or otherwise) of the
Mortgagor, (ii) the current use of the Mortgaged Property or the value of the Mortgaged
Property (assuming its current use).

5. SOA Agreement. The provisions of Section 10.05 (Taxes), Section 10.04 (Insurance)
and Section 11.02 (Liens) of the SOA Agreement are hereby incorporated herein by reference

6. Intentionally OmittedIntentionallv Omitted

8. Due on Sale and Other Transfer Restrictions. Except as expressly permitted under
Section 11.06 of the SOA Agreement or as otherwise in the SOA Agreement, Mortgagor
shall not sell, transfer, convey or assign all or any portion of, or any interest in, the Mortgaged

PrOperty.

9. CondemnationfEminent Domain. upon obtaining notice of the institution of
any proceedings for the condemnation of the Mortgaged Property, or any material portion thereof,
Mortgagor will notify Mortgagee of the pendency of such proceedings.

10. Leases. Except as expressly permitted under the SOA Agreement Mortgagor shall not
execute an assignment or pledge of any Lease relating to all or any portion of the Mortgaged
Property other than in favor of Mortgagee.

11. Further Assurances. To further assure Mortgagee?s rights under this Mortgage,
Mortgagor agrees upon demand of Mortgagee to do any reasonable act or execute any
additional documents (including, but not limited to, security agreements on any personalty

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included or to be included in the Mortgaged Property) as may be reasonably required by
Mortgagee to con?rm the lien of this Mortgage and all other rights or bene?ts conferred on
Mortgagee by this Mortgage.

12. Mortgagee?s Right to Perform. If Mortgagor fails to perform any of the covenants or
agreements of Mortgagor, within the applicable grace period, if any, provided for in the SOA
Agreement, Mortgagee, without waiving or releasing Mortgagor from any obligation or default
under this Mortgage, may, at any time upon ten (10) Business Days? written notice to Mortgagor 
if during such ten (10) Business Day period such failure continues), but shall be under no
obligation to, pay or perform the same, and the out?of?pocket amount or cost thereof, with interest
at the Default Rate, shall be due from Mortgagor to Mortgagee within ten (10) days after demand
by Mortgagee together with supporting documentation and the same shall be secured by this
Mortgage and shall be a lien on the Mortgaged Property to the ?illest extent permitted by
applicable law prior to any right, title to, interest in, or claim upon the Mortgaged Preperty
attaching subsequent to the lien of this Mortgage. No payment or advance of money by Mortgagee
under this Section shall be deemed or construed to cure Mortgagor?s default or waive any right or
remedy of Mortgagee.

13. Remedies. Upon the occurrence and during the continuance of any Event of
Default, Mortgagee may immediately take such action, without notice or demand, as it deems
advisable to protect and enforce its rights against Mortgagor and in and to the Mortgaged Property,
including, but not limited to, the following actions, each of which shall be in accordance with
applicable law and may be pursued concurrently or otherwise, at such time and in such manner as
Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting the other
rights and remedies of Mortgagee:

Mortgagee may, to the extent permitted by applicable law, (A)
institute and maintain an action of mortgage foreclosure against all or any part of
the Mortgaged Property, (B) institute and maintain an action on the SOA
Agreement, the Security Agreement or any other Loan Document, or (C) take such
other action at law or in equity for the enforcement of this Mortgage or any of the
Loan Documents as the law may allow. Mortgagee may proceed in any such action
to ?nal judgment and execution thereon for all sums due hereunder, together with
interest thereon at the Default Rate and all costs of suit, including, without
limitation, reasonable attorneys? fees and disbursements. Interest at the Default
Rate shall be due on any judgment obtained by Mortgagee from the date of
judgment until actual payment is made of the ?ill amount of the judgment; and

(ii) Mortgagee may, to the extent permitted by applicable law,
personally, or by its agents, attorneys and employees and without regard to the
adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Obligations enter into and upon the Mortgaged Property and each
and every part thereof and exclude Mortgagor and its agents and employees
therefrom without liability for trespass, damage or otherwise (Mortgagor hereby
agreeing to surrender possession of the Mortgaged Property to Mortgagee upon
demand at any such time) and use, operate, manage, maintain and control the
Mortgaged Property and every part thereof. Following such entry and taking of
possession, Mortgagee shall be entitled, without limitation, to lease all or any

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part or parts of the Mortgaged Property for such periods of time and upon such
conditions as Mortgagee may, in its discretion, deem proper, to enforce, cancel
or modify any Lease and (2) generally to execute, do and perform any other act,
deed, matter or thing concerning the Mortgaged Property as Mortgagee shall deem
appropriate as fully as Mortgagor might do; and

In case of a foreclosure sale, the Real Estate may be sold in accordance with
applicable law, at Mortgagee?s election, in one parcel or in more than one parcel and Mortgagee is
speci?cally empowered (without being required to do so, and in its sole and absolute discretion) to
cause successive sales of portions of the Mortgaged Property to be held.

In the event of any breach of any of the covenants, agreements, terms or
conditions contained in this Mortgage which continues beyond any applicable notice and grace
period, Mortgagee shall be entitled to enjoin such breach and obtain speci?c performance of any
covenant, agreement, term or condition and Mortgagee shall have the right to invoke any equitable
right or remedy as though other remedies were not provided for in this Mortgage.

It is agreed that if an Event of Default shall occur and be continuing, any
and all proceeds of the Mortgaged Property received by Mortgagee shall be held by Mortgagee for
the bene?t of the Secured Parties as collateral security for the Obligations (whether matured or
unmatured), and shall be applied in payment of the Obligations in the manner set forth in Section
8.1 of the Security Agreement.

14. Right of Mortgagee to Credit Sale. Upon the occurrence of any sale made under this
Mortgage, whether made by virtue of judicial proceedings or of a judgment or decree of
foreclosure and sale, to the extent permitted by applicable law Mortgagee may bid for and acquire
the Mortgaged Property or any part thereof. In lieu of paying cash therefor, Mortgagee may make
settlement for the purchase price by crediting upon the Obligations or other sums secured by this
Mortgage, the net sales price after deducting therefrom the expenses of sale and the cost of the
action and any other sums which Mortgagee is authorized to deduct under this Mortgage. In such
event, this Mortgage, the SOA Agreement, the Security Agreement and documents evidencing
expenditures secured hereby may be presented to the person or persons conducting the sale in
order that the amount so used or applied may be credited upon the Obligations as having been paid.

15. Appointment of Receiver. If an Event of Default shall have occurred and be
continuing, Mortgagee upon notice to Mortgagor, and without regard to the adequacy or
inadequacy of the Mortgaged Property or any other collateral or the interest of Mortgagor therein
as security for the Obligations, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, without requiring the
posting of a surety bond, and, to the extent permitted by applicable law, without reference to the
adequacy or inadequacy of the value of the Mortgaged Property or the solvency or insolvency of
Mortgagor or any other party obligated for payment of all or any part of the Obligations, and
whether or not waste has occurred with respect to the Mortgaged Property, and Mortgagor hereby
irrevocably consents to such appointment and waives notice of any application therefor (except as
may be required by law). Any such receiver or receivers or manager shall have all the usual
powers and duties of receivers in like or similar cases and all the powers and duties of Mortgagee
in case of entry as provided in this Mortgage, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the Mortgaged Property, and

 

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shall continue as such and exercise all such powers until the date of con?rmation of sale of the
Mortgaged Property unless such receivership is sooner terminated.

16. Extension, Release, etc. Without affecting the lien or charge of this Mortgage
upon any portion of the Mortgaged Property not then or theretofore released as security for the full
amount of the Obligations, Mortgagee may, from time to time and without notice, agree to 
release any person liable for the indebtedness borrowed or guaranteed under the Loan Documents,
(ii) extend the maturity or alter any of the terms of the indebtedness borrowed or guaranteed under
the Loan Documents or any other guaranty thereof, grant other indulgences, (iv) release or
reconvey, or cause to be released or reconveyed at any time at Mortgagee?s option any parcel,
portion or all of the Mortgaged Property, take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements with debtors in
relation thereto.

Subject to applicable law, no recovery of any judgment by Mortgagee and no
levy of an execution under any judgment upon the Mortgaged Property or upon any other property
of Mortgagor shall affect the lien of this Mortgage or any liens, rights, powers or remedies of
Mortgagee hereunder, and such liens, rights, powers and remedies shall continue unimpaired.

If Mortgagee shall have the right to foreclose this Mortgage, Mortgagor
authorizes Mortgagee at its option to foreclose the lien of this Mortgage (or direct the sale of the
Mortgaged Property, as the case may be) subject to the rights of any tenants of the Mortgaged
Property. The failure to make any such tenants parties defendant to any such foreclosure
proceeding and to foreclose their rights, or to provide notice to such tenants as required in any
statutory procedure governing a sale of the Mortgaged Preperty, or to terminate such tenant?s
rights in such sale will not be asserted by Mortgagor as a defense to any proceeding instituted by
Mortgagee to collect the Obligations or to foreclose the lien of this Mortgage.

17. Security Agreement under Uniform Commercial Code; Fixture Filing. It is the
intention of the parties hereto that this Mortgage shall constitute a security agreement within the
meaning of the Uniform Commercial Code (the of the State in which the Mortgaged
Property is located. If an Event of Default shall occur and be continuing, then in addition to having
any other right or remedy available at law or in equity, Mortgagee shall have the Option of either 
proceeding under the Code and exercising such rights and remedies as may be provided to a
secured party by the Code with respect to all or any portion of the Mortgaged Property which is
personal property (including, without limitation, taking possession of and selling such property) or
(ii) to the extent permitted by applicable law, treating such property as real property and
proceeding with respect to both the real and personal property constituting the Mortgaged Property
in accordance with Mortgagee?s rights, powers and remedies with respect to the real property (in
which event the default provisions of the Code shall not apply). If Mortgagee shall elect to
proceed under the Code, then ten (10) days? notice of sale of the personal property shall be deemed
reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and
the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys? fees and
legal expenses. At Mortgagee?s request, Mortgagor shall assemble the personal property and
make it available to Mortgagee at a place designated by Mortgagee which is reasonably convenient
to both parties.

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Certain portions of the Mortgaged Property are or will become ??xtures? (as
that term is de?ned in the Code) on the Land, and this Mortgage, upon being ?led for record in the
real estate records of the county wherein such ?xtures are situated, shall operate also as a ?nancing
statement ?led as a ?xture ?ling in accordance with the applicable provisions of said Code upon
such portions of the Mortgaged Property that are or become ?xtures. The real property to which
the ?xtures relate is described in Schedule A attached hereto. The record owner of the real property
described in Schedule A hereto is Mortgagor. The name, type of organization and jurisdiction of
organization of the debtor for purposes of this ?nancing statement are the name, type of
organization and jurisdiction of organization of Mortgagor set forth in the ?rst paragraph of this
Mortgage, and the name of the secured party for purposes of this ?nancing statement is the name
of Mortgagee set forth in the ?rst paragraph of this Mortgage. The mailing address of
Mortgagor/debtor is the address of Mortgagor set forth in the ?rst paragraph of this Mortgage. The
mailing address of Mortgageeisecured party from which information concerning the security
interest hereunder may be obtained is the address of Mortgagee set forth in the ?rst paragraph of
this Mortgage. Mortgagor?s organizational identi?cation number is 5178182.

18. Assignment of Rents. Mortgagor hereby assigns to Mortgagee the Rents as
further security for the payment of and performance of the Obligations, and Mortgagor grants to
Mortgagee the right to enter the Mortgaged Property for the purpose of collecting the rents and to
let the Mortgaged Property or any part thereof, and to apply the Rents on account of the
Obligations. The foregoing assignment and grant is present and absolute and shall continue in
effect until the Obligations are fully paid and performed, but Mortgagee hereby waives the right to
enter the Mortgaged Property for the purpose of collecting the Rents and Mortgagor shall be
entitled to collect, receive, use and retain the Rents and to exercise all rights of the landlord under
the Leases, including, without limitation, to commence and prosecute to completion actions,
arbitrations and proceedings with tenants and to sue for and to collect Rents, until the occurrence
and during the continuance of an Event of Default; such right of Mortgagor to collect, receive, use
and retain the Rents may be revoked by Mortgagee upon the occurrence and during the
continuance of any Event of Default by giving not less than ?ve (5) Business Days? written notice
of such revocation to Mortgagor; in the event such notice is given, Mortgagor shall pay over to
Mortgagee, or to any receiver appointed to collect the Rents, any lease security deposits allocated
to any period commencing from and after the occurrence of such Event of Default. Any Rents
received hereunder by Mortgagee shall be applied and disbursed to the payment, performance and
discharge of the Obligations, subject to the terms of the SOA Agreement; provided, however, that,
subject to any applicable requirement of law, any security deposits actually received by Mortgagee
shall be held, applied and disbursed as provided in the applicable Leases. Mortgagor shall not
accept prepayments of installments of Rent to become due for a period of more than one month or
periodic payment if such payments are not paid as applicable, in advance (except for
security deposits and estimated payments of escalation or percentage rent, if any).

Mortgagor has not af?rmatively done any act which would prevent Mortgagee
from, or limit Mortgagee in, acting under any of the provisions of the foregoing assignment.

(0) Except for any matter disclosed in the SOA Agreement, no action has been brought
or, so far as is known to Mortgagor, is threatened in writing, which would interfere in any way with
the right of Mortgagor to execute the foregoing assignment and perform all of Mortgagor?s
obligations contained in this Section and in the Leases.

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19. Additional Rights. The holder of any subordinate lien or subordinate mortgage on the
Mortgaged Property shall, to the extent permitted by applicable law, have no right to terminate any
Lease whether or not such Lease is subordinate to this Mortgage nor shall Mortgagor consent to
any holder of any subordinate lien or subordinate mortgage joining any tenant under any Lease in
any action to foreclose the lien or modify, interfere with, disturb or terminate the rights of any
tenant under any Lease. By recordation of this Mortgage all subordinate lienholders and the
mortgagees and bene?ciaries under subordinate mortgages are subject to and noti?ed of this
provision, and, to the extent permitted by applicable law, any action taken by any such lienholder
or bene?ciary contrary to this provision shall be null and void. Any such application shall not be
construed to cure or waive any Default or Event of Default or invalidate any act taken by
Mortgagee on account of such Default or Event of Default.

20. Notices. All notices, requests and demands to or upon the Mortgagee or the Mortgagor
hereunder shall be effected in the manner provided for in Section 16.09 of the SOA Agreement;
provided that any such notice, request or demand to or upon Mortgagor shall be addressed to
Mortgagor at its address set forth above.

21. Modi?cation in Writing. No amendment, modi?cation, supplement, termination or
waiver of or to any provision hereof, nor consent to any departure by the Mortgagor therefrom,
shall be effective unless the same shall be made in accordance with the terms of the SOA
Agreement and shall be in writing and signed by the Mortgagee. Any amendment, modi?cation or
Supplement of or to any provision hereof, any waiver of any provision hereof and any consent to
any departure by the Mortgagor from the terms of any provision hereof in each case shall be
effective only in the speci?c instance and for the speci?c purpose for which made or given. Except
where notice is speci?cally required by this Mortgage or any other document evidencing the
Obligations, no notice to or demand on the Mortgagor in any case shall entitle the Mortgagor to
any other or further notice or demand in similar or other circumstances. Any agreement made by
Mortgagor and Mortgagee after the date of this Mortgage relating to this Mortgage shall, to the
extent permitted by applicable law, be superior to the rights of the holder of any intervening or
subordinate lien or encumbrance.

 

22. Partial lnvalidigg. In the event any one or more of the provisions contained in this
Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision hereof, but each shall
be construed as if such invalid, illegal or unenforceable provision had never been included.
Notwithstanding to the contrary anything contained in this Mortgage or in any provisions of any
Loan Document, the obligations of Mortgagor and of any other obligor under any Loan
Documents shall be subject to the limitation that Mortgagee shall not charge, take or receive, nor
shall Mortgagor or any other obligor be obligated to pay to Mortgagee, any amounts constituting
interest in excess of the maximum rate permitted by law to be charged by Mortgagee.

23. Mortgagor?s Waiver of hereby voluntme and knowingly
releases and waives any and all rights to retain possession of the Mortgaged Property after the
occurrence and during the continuance of an Event of Default and any and all rights of redemption
from sale under any order or decree of foreclosure (whether ?ill or partial), pursuant to rights, if
any, therein granted, as allowed under any applicable law, on its own behalf, on behalf of all
persons claiming or having an interest (direct or indirectly) by, through or under each constituent
of Mortgagor and on behalf of each and every person acquiring any interest in the Mortgaged

 

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Property subsequent to the date hereof, it being the intent hereof that any and all such rights or
redemption of each constituent of Mortgagor and all such other persons are and shall be deemed to
be hereby waived to the fullest extent permitted by applicable law or replacement statute. Each
constituent of Mortgagor shall not invoke or utilize any such law or laws or otherwise hinder,
delay, or impede, in each case in bad faith, the execution of any right, power, or remedy herein or
otherwise granted or delegated to Mortgagee, but shall permit the execution of every such right,
power, and remedy as though no such law or laws had been made or enacted.

To the fullest extent permitted by law, Mortgagor waives the bene?t of all laws
now existing or that may subsequently be enacted providing for any appraisement before sale of
any portion of the Mortgaged Property, (ii) any extension of the time for the enforcement of the
collection of the Obligations or the creation or extension of a period of redemption from any sale
made in collecting such debt and exemption of the Mortgaged Property from attachment, levy
or sale under execution or exemption from civil process. To the full extent Mortgagor may do so,
Mortgagor agrees that Mortgagor will not at any time insist upon, plead, claim or take the bene?t
or advantage of any law now or hereafter in force, in each case in bad faith, providing for any
appraisement, valuation, stay, exemption, extension or redemption, or requiring foreclosure of this
Mortgage before exercising any other remedy granted hereunder and Mortgagor, for Mortgagor
and its successors and assigns, and for any and all persons ever claiming any interest in the
Mortgaged Property by, through or under Mortgagor, to the extent permitted by law, hereby
waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature (except as expressly provided in the SOA Agreement) or declare due the whole
of the secured indebtedness and marshalling in the event of exercise by Mortgagee of the
foreclosure rights or other rights hereby created.

24. Remedies Not Exclusive. Mortgagee shall be entitled to enforce payment and
performance of the Obligations and to exercise all rights and powers under this Mortgage or under
any of the other Loan Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Obligations may now or hereafter be otherwise secured,
whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise.
Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner
affect Mortgagee?s rights to realize upon or enforce any other security now or hereafter held by
Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other
security now or hereafter held by Mortgagee in such order and manner as Mortgagee may
determine in its absolute discretion. No remedy herein conferred upon or reserved to Mortgagee is
intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall
be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. Every power or remedy given by any of the Loan
Documents to Mortgagee or to which either may otherwise be entitled, may be exercised,
concurrently or independently, from time to time and as often as may be deemed expedient by
Mortgagee, as the case may be. In no event shall Mortgagee, in the exercise of the remedies
provided in this Mortgage (including, without limitation, in connection with the assignment of
Rents to Mortgagee, or the appointment of a receiver and the entry of such receiver on to all or any
part of the Mortgaged Property), be deemed a ?mortgagee in possession,? and Mortgagee shall not
in any way be made liable for any act, either of commission or omission, in connection with the
exercise of such remedies, except for Mortgagee?s gross negligence or willful misconduct.

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25. Multiple Securiyg. If the Premises shall consist of one or more parcels, whether or
not contiguous and whether or not located in the same county, or in addition to this Mortgage,
Mortgagee shall now or hereafter hold or be the bene?ciary of one or more additional mortgages,
liens, deeds of trust or other security (directly or indirectly) for the Obligations upon other property
in the State in which the Premises are located (whether or not such property is owned by
Mortgagor or by others) or both the circumstances described in clauses and shall be true,
then to the fullest extent permitted by law, Mortgagee may, at its election, commence or
consolidate in a single foreclosure action all foreclosure proceedings against all such collateral
securing the Obligations (including the Mortgaged Preperty), which action may be brought or
consolidated in the courts of, or sale conducted in, any county in which any of such collateral is
located. Mortgagor acknowledges that the right to maintain a consolidated foreclosure action is a
specific inducement to Mortgagee to extend the indebtedness borrowed pursuant to or guaranteed
by the Loan Documents, and Mortgagor expressly and irrevocably waives any objections to the
commencement or consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non conveniens which it may
now or hereafter have. MOrtgagor further agrees that if Mortgagee shall be prosecuting one or
more foreclosure or other proceedings against a portion of the Mortgaged Preperty or against any
collateral other than the Mortgaged Property, which collateral directly or indirectly secures the
Obligations, or if Mortgagee shall have obtained a judgment of foreclosure and sale or similar
judgment against such collateral, then, whether or not such proceedings are being maintained or
judgments were obtained in or outside the State in which the Premises are located, Mortgagee may
commence or continue any foreclosure proceedings and exercise its other remedies granted in this
Mortgage against all or any part of the Mortgaged Property and Mortgagor waives any objections
to the commencement or continuation of a foreclosure of this Mortgage or exercise of any other
remedies hereunder based on such other proceedings or judgments, and waives any right to seek to
dismiss, stay, remove, transfer or consolidate either any action under this Mortgage or such other
proceedings on such basis. Neither the commencement nor continuation of proceedings to
foreclose this Mortgage, nor the exercise of any other rights hereunder nor the recovery of any
judgment by Mortgagee in any such proceedings or the occurrence of any sale in any such
proceedings shall prejudice, limit or preclude Mortgagee?s right to commence or continue one or
more foreclosure or other proceedings or obtain a judgment against any other collateral (either in
or outside the State in which the Premises are located) which directly or indirectly secures the
Obligations, and Mortgagor expressly waives any objections to the commencement of,
continuation of, or entry of a judgment in such other sales or proceedings or exercise of any
remedies in such sales or proceedings based upon any action or judgment connected to this
Mortgage, and Mortgagor also waives any right to seek to dismiss, stay, remove, transfer or -
consolidate either such other sales or proceedings or any sale or action under this Mortgage on
Such basis. It is expressly understood and agreed that to the ?illest extent permitted by law,
Mortgagee may, at its election, cause the sale of all collateral which is the subject of a single
foreclosure action at either a single sale or at multiple sales conducted simultaneously and take
such other measures as are appropriate in order to effect the agreement of the parties to dispose of
and administer all collateral securing the Obligations (directly or indirectly) in the most
economical and least time-consuming manner.

26. Successors and Assigns. All covenants of Mortgagor contained in this Mortgage are
imposed solely and exclusively for the bene?t of Mortgagee and Mortgagor, and their respective
successors and assigns, and no other person or entity shall have standing to require compliance
with such covenants or be deemed, under any circumstances, to be a beneficiary of such covenants,

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any or all of which may be freely waived in whole or in part by Mortgagee or Mortgagor, as the
case may be, at any time if in the sole discretion of either of them such a waiver is deemed
advisable. All such covenants of Mortgagor shall run with the land and bind Mortgagor, the
successors and assigns of Mortgagor (and each of them) and all subsequent owners,
encumbrancers and tenants of the Mortgaged Property, and shall inure to the bene?t of Mortgagee
and its successors and assigns. The word ?Mortgagor? shall be construed as if it read
?Mortgagors? whenever the sense of this Mortgage so requires and if there shall be more than one
Mortgagor, the obligations of the Mortgagors shall be joint and several.

27. No Waivers etc. Any failure by Mortgagee to insist upon the strict performance by
Mortgagor of any of the terms and provisions of this Mortgage shall not be deemed to be a waiver
of any of the terms and provisions hereof, and Mortgagee, notwithstanding any such failure, shall
have the right thereafter to insist upon the strict performance by Mortgagor of any and all of the
terms and provisions of this Mortgage to be performed by Mortgagor. Mortgagee may release,
regardless of consideration and without the necessity for any notice to or consent by the holder of
any subordinate lien on the Mortgaged Property, any part of the security held for the obligations
secured by this Mortgage without, as to the remainder of the security, in any way impairing or
affecting the lien of this Mortgage or the priority of such lien over any subordinate lien or deed of
trust.

 

28. Governing Law, etc. In any in rem proceeding to enforce this Mortgage against the
Mortgaged Property, this Mortgage shall be governed by and construed and interpreted in
accordance with the laws of the State in which the Mortgaged Property so affected is located,
except that Mortgagor expressly acknowledges that by their respective terms the SOA Agreement
and the Security Agreement shall be governed and construed in accordance with the laws of the
State of New York, and for purposes of consistency, Mortgagor agrees that in any in personam
proceeding related to this Mortgage the rights of the parties to this Mortgage shall also be governed
by and construed in accordance with the laws of the State of New York governing contracts made
and to be performed in that State.

 

29. Certain De?nitions. Unless the context clearly indicates a contrary intent or unless
otherwise speci?cally provided herein, words used in this Mortgage shall be used interchangeably
in singular or plural form and the word ?Mortgagor? shall mean ?each Mortgagor or any
subsequent owner or owners of the Mortgaged Property or any part thereof or interest therein,? the
word ?Mortgagee? shall mean ?Mortgagee or any successor agent for the Lenders,? the word
?person? shall include any individual, corporation, partnership, limited liability company, trust,
unincorporated association, government, governmental authority, or other entity, and the words
?Mortgaged Property? shall include any portion of the Mortgaged Property or interest therein.
Whenever the context may require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include
the plural and vice versa. The captions in this Mortgage are for convenience or reference only and
in no way limit or amplify the provisions hereof.

30. Concerning the Administrative Agent. The Mortgagee has been appointed as
Mortgagee pursuant to the SOA Agreement. The actions of the Mortgagee hereunder are subject to
the provisions of the SOA Agreement. The Mortgagee shall have the right hereunder to make
demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain
from taking action (including the release or substitution of the Mortgaged Property), in accordance

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with this Mortgage and the SOA Agreement. The Mortgagee may employ agents and
attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of
any such agents or attorneys-in-fact selected by it with reasonable care. The Mortgagee may resign
and a successor Administrative Agent may be appointed in the manner provided in the SOA
Agreement. Upon the acceptance of any appointment as the Mortgagee by a successor
Administrative Agent, that successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent under this Mortgage, and the retiring Administrative Agent shall thereupon be discharged
from its duties and obligations under this Mortgage. After any retiring Mortgagee?s resignation,
the provisions hereof shall inure to its bene?t as to any actions taken or omitted to be taken by it
under this Mortgage while it was the Mortgagee.

31. Last Dollars Secured; Priority. To the extent that this Mortgage secures only a portion
of the indebtedness owing or which may become owing by Mortgagor to the Secured Parties, the
parties agree that any payments or repayments of such indebtedness shall be and be deemed to be
applied ?rst to the portion of the indebtedness that is not secured hereby, it being the parties? intent
that the portion of the indebtedness last remaining unpaid shall be secured hereby. If at any time
this Mortgage shall secure less than all of the principal amount of the Obligations, it is expressly
agreed that any repayments of the principal amount of the Obligations shall not reduce the amount
of the lieu of this Mortgage until the lien amount shall equal the principal amount of the
Obligations outstanding.

32. Enforcement Expenses; Indemni?cation. Mortgagor agrees to pay, and to save the
Mortgagee and the Secured Parties harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be
payable or determined to be payable with reSpect to any of the Mortgaged Pr0perty or in
connection with any of the transactions contemplated by this Mortgage.

Mortgagor agrees to pay, and to save the Mortgagee and the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
Suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this Mortgage to the extent
the Mortgagor would be required to do so pursuant to the SOA Agreement.

The agreements in this Section shall survive repayment of the Obligations and
all other amounts payable.

33. Release. If any of the Mortgaged Property shall be sold, transferred or otherwise
disposed of by any Mortgagor in a transaction permitted by the SOA Agreement or if all of the
Obligations shall be paid, performed and discharged, then the Mortgagee, at the request and sole
expense of such Mortgagor, shall execute and deliver to such Mortgagor all releases or other
documents reasonably necessary or desirable for the release of the Liens created hereby on such
Mortgaged Property. The Mortgagor shall deliver to the Mortgagee, at least ?ve (5) Business
Days prior to the date of the proposed release, a written request for release identifying the sale or
other disposition in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certi?cation by the Mortgagor stating that such transaction is in
compliance with, and permitted by, the SOA Agreement and the other Loan Documents.

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34. Future Advances. This Mortgage shall constitute an ?Open?End Mortgage? as
such term is de?ned in 42 ?8143(f), and shall secure future advances and shall have lien
priority in accordance with the provisions of 42 ??8143 and 8144. Notwithstanding the
foregoing, to the maximum extent permitted by law, Mortgagor hereby unconditionally and
irrevocably waives its right to submit a notice to Mortgagee under 42 ?8143(c). In addition
to the other remedies available hereunder and under the other Loan Documents, any advances
made after receipt of any such notice, whether or not made pursuant to 42 Pa. C.S. ?8143 and/or
?8144, shall be secured hereby and shall relate back to the date when this Mortgage was left for
recording with the recorder of deeds. In the event any Person or entity shall submit a notice to
Mortgagee under 42 ?3143 in addition to the other remedies available hereunder and
under the other Loan Documents, Mortgagor shall have the lien or encumbrance which is the
subject of such notice removed of record in accordance with this Mortgage; and any advances
made by Mortgagee a?er receipt of any such notice whether or not made under 42 
?8143(b) shall be deemed to be obligatory advances made under, shall be secured hereby, and shall
relate back to the date when this Mortgage was left for recording with the recorder of deeds. By
placing or accepting any such lien or encumbrance against any or all of the Mortgaged PrOperty,
the holder thereof shall be deemed to have agreed to the maximum extent permitted by law that its
lien or encumbrance shall be subject and subordinate in lien priority to this Mortgage and to any
subsequent advances made under the SOA Agreement, to all accrued and unpaid interest and to all
other sums secured hereby.

The amount of principal indebtedness that may be secured by this Mortgage
may increase or decrease from time to time. The maximum amount of principal indebtedness
outstanding at any one time shall not exceed $10,000,000, exclusive of accrued and unpaid interest
and unpaid balances of advances and other extensions of credit secured by this Mortgage made for
the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred
for the protection of the Mortgaged Property within the meaning of 42 Pa. C.S.A. 8143(f), and
expenses incurred by Mortgagee by reason of the default by Mortgagor under the Mortgage and
other costs and advances to the ?illest extent permitted by the terms of 42 Pa. C.S.A. 8144.

Mortgagor shall not give any notice pursuant to 42 Pa. C.S. ?8143(c) or
otherwise terminate the operation of this Mortgage as security for future advance or future
obligations made or incurred after the date Mortgagee receive such notice, nor shall Mortgagor
take any other similar action for the purpose of limiting or attempting to limit the operation of this
Mortgage as such security; and Mortgagor shall ensure that the Mortgagee shall not receive any
notice pursuant to 42 Pa. C.S. ?8143(b) which such notice is not rescinded or any related lien
otherwise discharged or bonded against to Mortgagee?s satisfaction, in its sole discretion, within
thirty (30) days thereafter.

35. Intercreditor Agreements. Reference is made to the Intercreditor Agreement dated
as of April 4, 2013 by and among JPMorgan Chase Bank, N.A., as agent for the ABL Secured
Parties (as de?ned therein), JPMorgan Chase Bank, N.A., as agent for the Term Loan Secured
Parties (as de?ned therein) .P. Morgan Ventures Energy Corporation, as Supply and Offtake
Secured Party (as de?ned therein), Philadelphia Energy Solutions Re?ning and Marketing, LLC, a
Delaware limited liability company, and each of the other Grantors (as de?ned therein) party
thereto (as amended, restated, amended and restated, supplemented, modi?ed, extended, renewed,
replaced, re?nanced or restructured from time to time, the ?Term Intercreditor Agreement?), and
(ii) the Amended and Restated Intercreditor Agreement dated as of April 4, 2013, by and among

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52837389 Page 1'7'of'26
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JPMorgan Chase Bank, NA, as agent for the ABL Secured Parties (as de?ned therein), JP.
Morgan Ventures Energy Corporation, as Supply and Of?ake Secured Party (as de?ned therein),
Philadelphia Energy Solutions Re?ning and Marketing, LLC, a Delaware limited liability
company, and each of the other Grantors (as de?ned therein) party thereto, as assigned to
Mortgagee as of the Effective Date, and as to clause (ii) which has been amended and restated by
that certain Second Amended and Restated Intercreditor Agreement, dated as of the Effective
Date, by and among Bank of America, NA, as revolving collateral agent, Merrill 
Commodities, Inc., as SOA collateral agent and secured party, Philadelphia Energy Solutions
Re?ning and Marketing, LLC, a Delaware limited liability company, and each of the other
Grantors (as de?ned therein) party thereto (as amended, restated, amended and restated,
Supplemented, modi?ed, extended, renewed, replaced, re?nanced or restructured from time to
time, the Intercreditor Agreement"). The Term Intercreditor Agreement and the
ABLISOA Intercreditor Agreement are herein collectively referred to as the "Intercreditor
Agreements". Notwithstanding anything herein to the contrary, the lien and security interest
granted to the Mortgagee, for the bene?t of the Secured Parties, pursuant to this Mortgage and the
exercise of any right or remedy by the Mortgagee and theother Secured Parties hereunder are
subject to the provisions of I the Intercreditor Agreements. The SOA Agreement provides that by
this Mortgage the Mortgagor shall grant a third lien on the Mortgaged Properties. In the event of
any con?ict or inconsistency between the provisions of the Intercreditor Agreements and this
Mortgage, the provisions of the Intercreditor Agreements shall govern and control.

[Remainder of page intentionally left blank]

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52837389 Page 1 8 0f 28
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This Mortgage has been duly executed by Mortgagor and Mortgagce as of the
date ?rst above written and is intended to be effective as of such date.

  

 

 

 

 

ATTEST PHILADELPHIA ENERGY SOLUTIONS
REFINING AND ETING LLC
l?x.  
 ll       
Byzi ll ll i/ By:
 W?r I.
Lilia,? 
Jean?s??rm} Chief Financial Of?cer
STATE OF 7:5; 
:1 .. SS:
COUNTY if? t. if  Iii-?5?  W?yim
t. 1:this, the day of  2014, before me, it? Hi the

undersigned Notary Public, personally appeared James T. Rens, who acknowledged himself to -
be the Chief Financial Of?cer of PHILADELPHIA ENERGY SOLUTIONS REFINING AND
MARKETING LLC, a Delaware limited liability company, and that he has as such Chief
Financial Of?cer, being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of the company by himself as Chief Financial Of?cer.

IN WITNESS WHEREOF, I hereunto set my hand and of?cial seal.

 

=4 . .    
  an i  Us}! as --
or: Pauusvum .. Public

NOTARIAL SEAL .
MMW. momCommission Expires: I If 
L, 1

[Signatures Continue on Following Page]

[Signature Page to Amended and Restated Open-End Mortgage (SOAW

 

52837389 Page 19 of 26
10/08/2014 

ATTEST MERRILL COMMODITIES, INC.

 B, due

Name: ram. new
man-1.3.x - DUI-LL

CERTIFICATE OF RESIDENCE

The undersigned certi?es that the address of Mortgagee is:
Merrill Commodities, Inc.

20 E. Greenway Plaza, Suite 700
Houston, Texas 77046

Authorized agent of Mortgages: ah 

 

STATE OF um  
SS:
COUNTY OF New 
On this, the  day of September, 2014, before me, Chris?ng 332.. 

the undersigned Notary Public, personally appeared who
acknowledged himself/herself to be the ("Of?cer") of
MERRILL COMMODITIES, INC., a Delaw oration, and that he/she has as such

of?cer of the corporation, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation by himselfiherself as such
Officer.

IN WITNESS WHEREOF, I hereunto set my hand and of?cial seal.

Notary Public 
CHRISTINA IAHNUZZI

Notary Public - State at New York I - 1 - .
N0. 01IA6232384 My ComImSSIon Expires. 13/6/14

Qualified in New York Court
My Commission Expires

 

[Signamre Page to Amended and Restated Open-End Mortgage (SOAH

 

52837389 Page 20 0f 26
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Exhibit A
Description of the Mortgage

OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS, FINANCING STATEMENT AND FIXTURE FILING (SECURES FUTURE
ADVANCES), dated as of July 31, 2013, made by PHILADELPHIA ENERGY SOLUTIONS
REFINING AND MARKETING LLC, a Delaware limited liability company whose address is
1735 Market Street, Philadelphia, 19103, to JP. MORGAN VENTURES ENERGY
CORPORATION and recorded August 2, 2013 in Philadelphia County, as Document ID
#52675759, as assigned to MERRILL COMMODITIES, INC. by Assignment of
Mortgage, dated as of the Effective Date, and recorded immediately prior hereto as Document ID 

 

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Description of the Land

PARCEL A Description: (Parcel A)

Beginning at a point on the northern side of Lanier Avenue and the corner of lands now or late
owned by Atlantic Re?ning Marketing Corp., a Delaware corporation, North 58?52'39" East, a
distance of 31.47 feet; thence South 31?07'21" East, a distance of 136.40 feet; thence South
58?52'39" West, a distance of 50.41 feet to a point a corner of lands of Conrail; thence along lands
of Conrail the 14 following courses and distances:

(1) South 31?52'50" East, a distance of 90.73 feet to a point of curvature;

(2) by a curve to the right having a radius of 335.54 feet and a central angle of 39?39'00" an arc
length of 232.20 feet a chord which bears South 12?03'20" East 227.60 feet to a point;
(3)South 07?46'10" West tangent to said curve, a distance of 541.48 feet;

(4) North 35?26'10" East, a distance of 282.33 feet;

(5) North 35?47'10" East, a distance of 273.76 feet;

(6) South 07?46'01" West, a distance of 1297.42 feet;

(7) South 07?54'07" West, a distance of 144.68 feet;

(8) South 09?10'51" West, a distance of 320.82 feet;

(9)South 04?26'38" West, a distance of 122.85 feet;

(10) South 07?3 8?04" West, a distance of 30.09 feet;

(11) South 08?09'35" West, a distance of 119.06 feet;

(12) South 06?59'31" West, a distance of 139.54 feet;

(13) South 81?41?24" East, a distance of 89.38 feet;

(14) South 07?57'20" West, a distance of 232.50 feet to a point on the pierhead and bulkhead of the
Schuylkill River;

thence along the bulkhead of the Schuylkill River the 56 following courses
and distances:

(1) North 83?40'40" West, a distance of 484.75 feet;
(2) North 80?59'10" West, a distance of 293.05 feet;
(3) North 80?57'45" West, a distance of 291.76 feet;
(4) North 80?39'50" West, a distance of 367.78 feet;
(5) North 09?10'46" East, a distance of 47.72 feet;

(6) North 63?43'59" West, a distance of 87.28 feet;
(7) North 61?57'14" West, a distance of 104.02 feet;
(8) South 26?32'09" West, a distance of 51.72 feet;
(9) North 62?59'30" West, a distance of 133.92 feet;
(10) North 62?12'53" West, a distance of 166.29 feet;
(11) North 26?44'06" East, a distance of 55.61 feet;
(12) North 62?58'22" West, a distance of 247.86 feet;
(13) North 62?17'56" West, a distance of 287.77 feet;
(14) North 45?26'57" West, a distance of 21 1 .11 feet;

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(15) North 46?31'00" West, a distance of 354.57 feet;
(16) North 64?57'13" West, a distance of 65.87 feet;
(17) North 34?41'49" West, a distance of 109.10 feet;
(18) North 46?10'22" West, a distance of 380.64 feet;
(19) North 29?33'57" West, a distance of 210.22 feet;
(20) North 28?49'08" West, a distance of 356.96 feet;
(21) North 29?42'09" West, a distance of 364.44 feet;
(22) North 16? 1 2'3 1 West, a distance of 42.38 feet;
(23) North 09?26?20" West, a distance of 45.39 feet;
(24) North 15?41?58" West, a distance of 913.99 feet;
(25) North 15?05?58" West, a distance of 56.31 feet;
(26) North 08?17'52" West, a distance of 173.70 feet;
(27) North 05?19'22" West, a distance of 64.01 feet;
(28) North 07?37'01" West, a distance of 1136.34 feet;
(29) North 08?01'22" East, a distance of 380.08 feet;
(30) North 28?44?59" East, a distance of 7.74 feet;
(31) North 43 ?42'20" East, a distance of 197.15 feet;
(32) North 42?26'02" East, a distance of 89.30 feet;
(33) North 44?10'07" East, a distance of 72.09 feet;
(34) North 72?36'31" East, a distance of 27.87 feet;
(35) North 75?53'49" East, a distance of 101.72 feet;
(36) North 77?19'59" East, a distance of 293.03 feet;
(37) South 86?50'08" East, a distance of 373.53 feet;
(38) South 86?29'05" East, a distance of 408.99 feet;
(39) North 84?56'19" East, a distance of 6.58 feet;
(40) North 81?27'07" East, a distance of 156.35 feet;
(41) North 85?23'48" East, a distance of 75.71 feet;
(42) North 80?50'16" East, a distance of 28.45 feet;
(43) South 15?42'39" East, a distance of 2.48 feet;
(44) North 74?42'14" East, a distance of 40.34 feet;
(45) North 79?38'24" East, a distance of 11.24 feet;
(46) North 84?28'14" East, a distance of 78.29 feet;
(47) North 71?34'56" East, a distance of 10.59 feet;
(48) North 85?13'53" East, a distance of 68.60 feet;
(49) North 53?43'35" East, a distance of 138.34 feet;
(50)North 55?19'46" East, a distance of 24.25 feet;
(51) North 49?12'19" East, a distance of 21.57 feet;
(52) North 50?49'59" East, a distance of 22.71 feet;
(53) North 63?34'55" East, a distance of 37.80 feet;
(54) North 48?56'08" East, a distance of 17.60 feet;
(55) North 48?01'38" East, a distance of 37.79 feet;
(56) North 57?04'27" East, a distance of 220.24 feet to a point, a corner of lands now or late owned
by Atlantic Re?ning Marketing Corp, a Delaware corporation;

thence along lands now or late owned by Atlantic Re?ning Marketing Corp., a Delaware
corporation, the following 9 courses and distances:

(1) South 66?43'40" East, a distance of 165.74 feet;

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(2) South 26?47'19" West, a distance of 173.62 feet to a point of curvature;

(3) by a curve to the left having a radius of 3 13.83 feet and a central angle of 55?00'41 an arc
length of 301.32 feet a chord which bears South 00?06'24" West 289.88 feet;

(4) South 28?44'58" East, a distance of 198.19 feet; (5) North 78?06?33" East, a distance of
1489.09 feet;

(6) South 07?46'10" West, a distance of 1288.62 feet; (7) South 60?40'29" West, a distance of
577.59 feet;

(8) South 29?33'29" East, a distance of 525.42 feet;

(9) South 32?34'13" East, a distance of 529.63 feet to the point of Beginning.

Containing 394.96 Acres, more or less.

- 3600 Lanier Ave
3404 Penrose Ave
- 3000 Penrose Ferry Rd
- 3002 Penrose Ferry Rd

PARCEL B?l Description: (Parcel B?l)

Beginning at a point on the western side of 26th street; thence along the western side of 26th Street
the 16 following courses and distances:

1) South 07?45'55" West, a distance of 169.94 feet;

(2) South 00?16'02" East, a distance of 38.37 feet;

(3) South 06?25?58" West, a distance of 199.87 feet;

(4) South 07?53'20" West, a distance of 21 1.08 feet;

(5) South 07?47'37" West, a distance of 1509.96 feet;

(6) South 07?52'07" West, a distance of 726.03 feet;

(7) South 07?38'49" West, a distance of 48.89 feet;

(8) South 09?29'34" West, a distance of 130.93 feet;

(9) South 07?13?47" West, a distance of 401.40 feet;

(10) South 07?57'21" West, a distance of 318.70 feet;

(11) South 15?50?52" West, a distance of 136.31 feet;

(12) South 07?45'11" West, a distance of 118.07 feet;

(13) North 80?01?54" West, a distance of 17.81 feet;

(14) South 14?08?03" West, a distance of 552.84 feet to a point of curvature;

(15) by a curve to the left having a radius of 200.76 feet and a central angle of 66?30'2 1 an arc
length of 233.04 feet and a chord which bears South 34?54'40" West 220.17 feet;
(16) South 01?46'40" West, a distance of 293.89 feet;

thence along the north side of Penrose Avenue South 43?34'41" West, a distance of 665.73 feet to
a point of curvature; thence by a curve to the right having a radius of 126.09 feet and a central

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52837389 Page 24 of 26
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angle of 73?01'54" an arc length of 160.71 feet a chord which bears South 87?07'45" West 150.05
feet point of reverse curvature;

thence by a reverse curve to the left having a radius of 167.93 feet and a central angle of
102?48'10" an arc length 0f301.32 feet and a chord South 78?02'49" West and a distance of 262.49
feet;

thence along the northern side of Lanier Avenue the eight following courses and distances:

(1) South 28?41'02" West, a distance of 84.04 feet;

(2) South 30?01'19" West, a distance of 182.61 feet;

(3)South 33?23'20" West, a distance of 122.68 feet to a point of curvature;

(4) by a curve to the left having a radius of 365.09 feet and a central angle of 10?02'31" an arc
length of 63.99 feet a chord which bears South 38?14'27" West 63.90 feet;

(5) South 45?13'17" West, a distance of 69.72 feet to a point of curvature;

(6) by a curve to the left having a radius of 248.69 feet and a central angle of 11?28'08" an arc
length of 49.78 feet a chord which bears South 50?30'20" West 49.70 feet;

(7)South 55?40'25" West, a distance of 127.19 feet; (8) South 58?52'39" West, a distance of
504.43 feet;

thence along Girard Point property the following ten courses and distances:

(1) South 58?52'39" West, a distance of 3 1 .47 feet;

(2) North 32?34'13" West, a distance of 529.63 feet;

(3) North 29?33'29" West, a distance of 525.42 feet;

(4) North 60?40'29" East, a distance of 577.59 feet;

(5) North 07?46'10" East, a distance of 1288.62 feet;

(6) South 78?06'33" West, a distance of 1489.09 feet;

(7) North 28?44'58" West, a distance of 198.19 feet to a point of curvature;

(8) by a curve to the right having a radius of 313.83 feet and a central angle of 55?00'41" an arc
length of 301.32 feet a chord which bears North 00?06'24" East 289.88 feet to a point;

(9) North 26?47'19" East, a distance of 173.62 feet;

(10) North 66?43'40" West, a distance of 165.74 feet to a point on the bulkhead of the Schuylkill
River;

thence along the bulkhead of the Schuylkill River the 29 following courses and distances:

(1) North 43?24'56" East, a distance of 135.15 feet;
(2) North 32?59'59" East, a distance of 197.67 feet;
(3) North 28?46'15" East, a distance of 207.21 feet;
(4) South 67?36'32" East, a distance of 25.00 feet;
(5) North 28?53'49" East, a distance of 525.99 feet;
(6) North 23?14'16" East, a distance of 296.55 feet;
(7) North 16?27'07" East, a distance of 155.27 feet;
(8) North 09?56'26" East, a distance of 211.86 feet;
(9) North 26?32'07" East, a distance of 130.56 feet;
(10) North 45?19'27" West, a distance of 43.11 feet;
(11) North 23?44'32" East, a distance of 1 1.78 feet;

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52837389 Page 25 of 26
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(12) North 58?39'44" East, a distance of 10.33 feet;
(13) North 13?19'01" East, a distance of20.88 feet;
(14) North 21?53'43" East, a distance of 22.65 feet;
(15) North 33?53'23" East, a distance of 15.69 feet;

16) North 22?37'41" East, a distance of 36.18 feet;
(17) North 12?06'28" East, a distance of 42.35 feet;
(1 8) South 78?45'03" East, a distance of 9.60 feet;
(19) North 12?10'53" East, a distance of 13.10 feet;
(20) North 84?10'16" West, a distance of 12.72 feet;
(21) North 23?48'41" East, a distance of 452.70 feet;
(22) North 23?48'41" East, a distance of 453.47 feet;
(23) South 72?18'38" East, a distance of 4.28 feet;
(24) North 19?03'43 East, a distance of 23.84 feet;
(25) North 15?47'28" East, a distance of 46.32 feet;
(26) South 80?51'48" East, a distance of 21 .53 feet;
(27) North 13?26'19" East, a distance of 231.84 feet;
(28) North 07?22'43" East, a distance of 111.24 feet;
(29) North 03?41?43" West, a distance of 175.93 feet;
(30) North 15?46'02" West, a distance of 105.60 feet;
thence North 74?54'45" East, a distance of 126.56 feet;

thence continuing along same North 74?54'45" East, a distance of 225.13 feet; thence South
14?27'15" East, a distance of 45.83 feet to a point on the southern side of Passyunk Avenue;
thence along the southern side of Passyunk Avenue North 74?50?12" East, a distance of 1289.66
feet; thence leaving said side of Passyunk Avenue South 15?09?48" East, a distance of 364.36 feet;
thence North 74?5 0?12" East, a distance of 21 8.00 feet; thence South 15?09'48" East, a distance of
63.00 feet; thence South 89?08'54" East, a distance of 10.00 feet; thence. South 25?09'48" East, a
distance of 60.00 feet; thence South 63?09?48" East, a distance of 27.00 feet;

thence North 71?05'39" East, a distance of 79.00 feet; thence North 66?10?39" East, a distance of
201 .00 feet; thence North 04?50'39" East, a distance of 61.00 feet; thence South 85?09'21" East, a
distance of 82.00 feet; thence North 74?50'39" East, a distance of 253.00 feet; thence South
82?09'21" East, a distance of 224.77 feet to the Point of Beginning.

Containing 360.55 Acres, more or less.

OPA #884097044 - 3144 W. Passyunk Ave.

PARCEL Description: (Parcel C)

ALL THAT CERTAIN tract or piece of land. SITUATE in the Forty-eighth Ward of the City of
Philadelphia, described in accordance with an Land Title Survey made by Ludgate
Engineering Corporation dated 57172012, as follows, to wit:

Beginning at a point on the eastern side of Essington Avenue and a corner

of lands of Paci?c Atlantic Terminal; thence along lands of Paci?c Atlantic Terminal
South 82?10'16" East, a distance of 367.00 feet; thence continuing along said lands
South 77?59'17" East, a distance of 668.27 feet to a point of curvature; thence by a curve

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52837389 Page 26 0f 26
10/08/2014 

to the left having a radius of 1463.35 feet and a central angle of 25?44'18" an arc

length of 657.36 feet a chord which bears South 18?58?02" East 651.85 feet;

thence South 31?50'11" East a distance of 827.78 feet; thence South 31?50'11" East,

a distance of 1456.50 feet; thence along Mingo Creek South 58?16'51" West, a distance of
2698.79 feet; thence North 64?39'14" West, a distance of 673.96 feet to a point on the

eastern side of Mingo Avenue; thence along Mingo Avenue North 00?03?26" West, a distance of
1413.86 feet to a point on the eastern side of Essington Avenue; thence along Essington Avenue
North 10?51'10" East, a distance of 2507.54 feet to the Point of Beginning.

Containing 171.18 Acres, more or less.

Being a portion of 6900 Essington Avenue

PARCEL Description: (Parcel D)

ALL THAT CERTAIN tract or piece of land. SITUATE in the Forty?eighth Ward of the City of
Philadelphia, described in accordance with an ALTAJACSM Land Title Survey made by Ludgate
Engineering Corporation dated 57172012, as follows, to wit:

Beginning at a point a corner of lands of Paci?c Atlantic Terminal; thence along lands of Paci?c
Atlantic Terminal South 89?16?27" East, a distance of 989.92 feet to a point on the west side of the
Schuylkill River; thence along said river the 4 following courses and distances: (1) South
03?54'17" East, a distance of 294.15 feet; (2) South 15?35'28" East, a distance of 973.86 feet; (3)
South 15?35'28" East, a distance of 196.10 feet; (4)South 29?06'56" East, a distance of 955.16
feet; thence South 54?55?41" West, a distance of 467.65 feet to a point on the east side of lands of
Paci?c Atlantic Terminal; thence along lands of Paci?c Atlantic Terminal the three following
courses and distances: (1) North 31?50'11" West, a distance of 1423.21 feet; (2) North 31?50'11"
West, a distance of 857.35 feet to a point of curvature; (3) by a curve to the right having a radius of
1397.46 feet a central angle of 26?08'53" an arc length of 637.75 feet a chord which bears North
18?45'45" West a distance of 632.23 feet to the Point of Beginning.

Containing 39.90 Acres, more or less.

Being a portion of 6900 Essington Avenue

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