Form 8-K

Marathon Petroleum Corporation

Date: December 23, 2013

/s/ J. Michael Wilder

J. Michael Wilder

Vice President, General Counsel and Secretary

0001193125-13-483219.txt : 20131223 0001193125-13-483219.hdr.sgml : 20131223 20131223172137 ACCESSION NUMBER: 0001193125-13-483219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131218 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131223 DATE AS OF CHANGE: 20131223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marathon Petroleum Corp CENTRAL INDEX KEY: 0001510295 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 271284632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35054 FILM NUMBER: 131295851 BUSINESS ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 BUSINESS PHONE: 419-422-2121 MAIL ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 8-K 1 d648645d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 18, 2013

Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-35054	27-1284632
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

539 South Main Street
Findlay, Ohio		45840-3229
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 422-2121

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 18, 2013, certain subsidiaries of Marathon Petroleum Corporation, a Delaware corporation (the “Company” or “we” or “us”), entered into a three-year, $1.3 billion accounts receivable securitization facility (the “A/R Facility”) to replace the previously existing accounts receivable securitization facility that was set to expire on June 30, 2014. The A/R Facility will provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries.

The documentation for the A/R Facility includes (i) a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) by and among Marathon Petroleum Company LP, a Delaware limited partnership and a wholly owned subsidiary of the Company (the “Originator”), MPC Trade Receivables Company LLC, a Delaware limited liability company and a bankruptcy-remote special purpose entity that is a wholly owned subsidiary of the Originator (“Trade Receivables SPE”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, certain committed purchasers and conduit purchasers party thereto from time to time (the “Purchasers”), and certain other financial institutions party thereto from time to time as managing agents and letter of credit issuers, and (ii) a Second Amended and Restated Receivables Sale Agreement (the “Second Amended and Restated Receivables Sale Agreement”) by and between the Originator and Trade Receivables SPE. The Second Amended and Restated Receivables Sale Agreement amends and restates the previously effective Amended and Restated Receivables Sale Agreement, dated as of October 1, 2011, in its entirety.

Pursuant to the Second Amended and Restated Receivables Sale Agreement, the Originator will sell and/or contribute, on an ongoing basis, its trade receivables (including trade receivables acquired from Marathon Petroleum Trading Canada LLC, a wholly owned subsidiary of the Originator), together with all related security and interests in the proceeds thereof, to Trade Receivables SPE in exchange for a combination of cash, equity and/or a subordinated note issued by Trade Receivables SPE to the Originator. Pursuant to the Receivables Purchase Agreement, Trade Receivables SPE may, from time to time, finance its acquisition of the trade receivables by selling interests in such trade receivables, together with all related security and interests in the proceeds thereof, to the Purchasers in exchange for cash proceeds. Collections on the trade receivables are used to pay any outstanding obligations owed to the Purchasers under the Receivables Purchase Agreement and are required to be set aside and held in trust for such purpose. Any excess collections not required to be set aside are distributed to the Originator as repayments on the subordinated note issued by Trade Receivables SPE to the Originator or as a return on the Originator’s equity in Trade Receivables SPE.

The Receivables Purchase Agreement and the Second Amended and Restated Receivables Sale Agreement include customary representations and covenants made by the Originator and Trade Receivables SPE. The trade receivables that are eligible to be sold to the Purchasers pursuant to the A/R Facility are subject to customary criteria, limits and reserves. The Receivables Purchase Agreement provides for certain Amortization Events (as defined therein) upon the occurrence of which the Purchasers may terminate further purchases of interests in the trade receivables and impose default fees. Trade Receivables SPE pays CP Costs or Yield (each as defined in the Receivables Purchase Agreement) with respect to amounts advanced under the A/R Facility. The calculation of CP Costs and Yield will vary based on the funding alternatives and will be calculated at the applicable rates described in the Receivables Purchase Agreement. In addition, the Receivables Purchase Agreement also provides for the issuance of letters of credit up to an initial amount of $1.25 billion. Trade Receivables SPE has granted The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent on behalf of the Purchasers, a security interest in all of its assets to secure its obligations under the Receivables Purchase Agreement.

The amount of credit exposure of the Purchasers outstanding at any one time under the Receivables Purchase Agreement is limited to $1.3 billion. As of December 23, 2013, there were no trade receivable purchases or letters of credit outstanding under the A/R Facility. The A/R Facility is for an initial three-year term and may be extended in accordance with the terms of the Receivables Purchase Agreement.

The Originator serves as the servicer of the trade receivables under the A/R Facility. Neither the Originator nor Trade Receivables SPE guarantees the collectability of the trade receivables or the creditworthiness of obligors thereunder. However, the Company has provided a guaranty of performance in respect of the obligations of the Originator under the Second Amended and Restated Receivables Sale Agreement and the Receivables Purchase Agreement.

Copies of the Receivables Purchase Agreement and the Second Amended and Restated Receivables Sale Agreement are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K. The foregoing description of the A/R Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Receivables Purchase Agreement and the Second Amended and Restated Receivables Sale Agreement, which are incorporated by reference herein.

Item 1.02 Termination of a Material Agreement.

In connection with entering into the A/R Facility, on December 18, 2013, the Company terminated its previously existing $1.0 billion accounts receivable securitization facility that was evidenced by that certain Amended and Restated Receivables Purchase Agreement (the “Amended and Restated Receivables Purchase Agreement”), dated as of October 1, 2011, by and among the Originator, Trade Receivables SPE, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities LLC, as sole lead arranger, and certain committed purchasers and conduit purchasers, managing agents and letter of credit issuers that were parties thereto. The previously existing accounts receivable securitization facility was set to expire on June 30, 2014.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 with respect to the A/R Facility is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



10.1		Receivables Purchase Agreement, dated as of December 18, 2013, by and among MPC Trade Receivables Company LLC, Marathon Petroleum Company LP, The Bank of Tokyo-Mitsubishi UFJ., Ltd., New York Branch, as administrative agent and sole lead arranger, certain committed purchasers and conduit purchasers that are parties thereto from time to time and certain other parties thereto from time to time as managing agents and letter of credit issuers.

10.2		Second Amended and Restated Receivables Sale Agreement, dated as of December 18, 2013, by and between Marathon Petroleum Company LP and MPC Trade Receivables Company LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

10.1		Receivables Purchase Agreement, dated as of December 18, 2013, by and among MPC Trade Receivables Company LLC, Marathon Petroleum Company LP, The Bank of Tokyo-Mitsubishi UFJ., Ltd., New York Branch, as administrative agent and sole lead arranger, certain committed purchasers and conduit purchasers that are parties thereto from time to time and certain other parties thereto from time to time as managing agents and letter of credit issuers.

10.2		Second Amended and Restated Receivables Sale Agreement, dated as of December 18, 2013, by and between Marathon Petroleum Company LP and MPC Trade Receivables Company LLC.

EX-10.1 2 d648645dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT

dated as of December 18, 2013

by and among

MPC TRADE RECEIVABLES COMPANY LLC,

as Seller

MARATHON PETROLEUM COMPANY LP,

as Servicer

THE PURCHASERS FROM TIME TO TIME PARTY HERETO

THE MANAGING AGENTS FROM TIME TO TIME PARTY HERETO

THE L/C ISSUERS FROM TIME TO TIME PARTY HERETO

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

as Administrative Agent

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

as Sole Lead Arranger

TABLE OF CONTENTS


		Page

ARTICLE I	PURCHASE ARRANGEMENTS		1

Section 1.1	Purchase Facility		1
Section 1.2	Increases		3
Section 1.3	Decreases		4
Section 1.4	Payment Requirements		5
Section 1.5	Letter of Credit Subfacility		5
Section 1.6	Certain Reconveyances		16

ARTICLE II	PAYMENTS AND COLLECTIONS		16

Section 2.1	Payments		16
Section 2.2	Collections Prior to Amortization		17
Section 2.3	Collections Following Amortization		18
Section 2.4	Application of Collections		18
Section 2.5	Payment Rescission		19
Section 2.6	Maximum Purchaser Interests		19
Section 2.7	Clean Up Call		20

ARTICLE III	CONDUIT PURCHASER FUNDING		20

Section 3.1	CP Costs and Yield		20
Section 3.2	CP Costs Payments		20
Section 3.3	Calculation of CP Costs		20
Section 3.4	Selection and Continuation of Tranche Periods		21

ARTICLE IV	COMMITTED PURCHASER FUNDING; CONDUIT PURCHASER FUNDING THROUGH SOURCE OTHER THAN COMMERCIAL PAPER		21

Section 4.1	Committed Purchaser Funding; Conduit Purchaser Funding Through Source Other Than Commercial Paper		21
Section 4.2	Yield Payments		22
Section 4.3	Selection and Continuation of Tranche Periods		22
Section 4.4	Committed Purchaser Interest Rates		22
Section 4.5	Suspension of the Adjusted LIBO Rate		22

ARTICLE V	REPRESENTATIONS AND WARRANTIES		23

Section 5.1	Representations and Warranties of the Seller Parties		23

ARTICLE VI	CONDITIONS OF CREDIT EVENTS		29

Section 6.1	Conditions Precedent to Effectiveness		29
Section 6.2	Conditions Precedent to All Credit Events		29

Page i


ARTICLE VII	COVENANTS	30

Section 7.1	Affirmative Covenants of the Seller Parties	30
Section 7.2	Negative Covenants of the Seller Parties	39

ARTICLE VIII	ADMINISTRATION AND COLLECTION	41

Section 8.1	Designation of Servicer	41
Section 8.2	Duties of Servicer	42
Section 8.3	Collection Notices	43
Section 8.4	Responsibilities of Seller	44
Section 8.5	Reports	44
Section 8.6	Servicing Fees	45

ARTICLE IX	AMORTIZATION EVENTS	45

Section 9.1	Amortization Events	45
Section 9.2.	Remedies	48

ARTICLE X	INDEMNIFICATION	48

Section 10.1	Indemnities by the Seller Parties	48
Section 10.2	Increased Cost and Reduced Return	51
Section 10.3	Other Costs and Expenses	54

ARTICLE XI	THE ADMINISTRATIVE AGENT & THE MANAGING AGENTS	54

Section 11.1	Authorization and Action	54
Section 11.2	Delegation of Duties	55
Section 11.3	Exculpatory Provisions	55
Section 11.4	Reliance by Administrative Agent	56
Section 11.5	Non-Reliance on Administrative Agent, Managing Agents, L/C Issuers and Other Purchasers	56
Section 11.6	Reimbursement and Indemnification	57
Section 11.7	Administrative Agent in its Individual Capacity	57
Section 11.8	Successor Administrative Agent	57
Section 11.9	UCC Filings	58

ARTICLE XII	ASSIGNMENTS; PARTICIPATIONS	58

Section 12.1	Assignments	58
Section 12.2	Participations	60
Section 12.3	Federal Reserve	60
Section 12.4	Replacement of Purchase Groups	60

ARTICLE XIII	EXTENSION OF TERM; TERMINATING PURCHASE GROUPS	61

Section 13.1	Extension of Term; Terminating Purchase Groups	61

Page ii


ARTICLE XIV	MISCELLANEOUS	62

Section 14.1	Waivers and Amendments	62
Section 14.2	Notices	63
Section 14.3	Setoff; Ratable Payments	63
Section 14.4	Protection of Ownership Interests of the Purchasers	64
Section 14.5	Confidentiality	65
Section 14.6	Bankruptcy Petition	66
Section 14.7	Limited Recourse	66
Section 14.8	Limitation of Liability	67
Section 14.9	CHOICE OF LAW	67
Section 14.10	CONSENT TO JURISDICTION	67
Section 14.11	WAIVER OF JURY TRIAL	68
Section 14.12	Integration; Binding Effect; Survival of Terms	68
Section 14.13	Counterparts; Severability; Section References	69
Section 14.14	Agent Roles	69
Section 14.15	Characterization	70
Section 14.16	USA PATRIOT Act	70
Section 14.17	Consent to Amendment of Receivables Sale Agreement and Performance Undertaking and Receivables Transfer Agreement	71

Page iii

Exhibits and Schedules


EXHIBIT I	-	Definitions
EXHIBIT II-A	-	Form of Purchase Notice
EXHIBIT II-B	-	Form of Letter of Credit Request
EXHIBIT III	-	Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number of Seller
EXHIBIT IV	-	Names of Collections Banks; Collection Accounts; Lock-Boxes
EXHIBIT V	-	Form of Compliance Certificate
EXHIBIT VI	-	Form of Monthly Report
EXHIBIT VII	-	Form of Assignment Agreement

SCHEDULE A	-	Purchase Groups; Commitments; Groups L/C Sublimits; Group Purchase Limits
SCHEDULE B	-	Documents to Be Delivered Prior to Effectiveness
SCHEDULE C	-	Credit and Collection Policy
SCHEDULE D	-	Notice Addresses

Page iv

MPC TRADE RECEIVABLES COMPANY LLC

RECEIVABLES PURCHASE AGREEMENT

This Receivables Purchase Agreement dated as of December 18, 2013, is made by and among MPC Trade Receivables Company LLC, a Delaware limited liability company (“Seller”), Marathon Petroleum Company LP, a Delaware limited partnership (“MPC LP”), as initial Servicer (together with Seller, the “Seller Parties” and each a “Seller Party”), the entities from time to time party hereto as Conduit Purchasers (together with their respective successors and permitted assigns hereunder, the “Conduit Purchasers”), the entities from time to time party hereto as Committed Purchasers (together with their respective successors and permitted assigns hereunder, the “Committed Purchasers”), the entities from time to time party hereto as L/C Issuers, the entities from time to time party hereto as Managing Agents (together with their respective successors and permitted assigns hereunder, the “Managing Agents”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and permitted assigns hereunder, the “Administrative Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

Seller desires to transfer and assign undivided percentage ownership interests in the Receivables, the Related Security and Collections with respect thereto and the proceeds thereof from time to time.

In the case of a Commercial Paper Purchase Group, each Conduit Purchaser may, in its absolute and sole discretion, purchase such undivided percentage ownership interests in the Receivables, the Related Security and Collections with respect thereto and the proceeds thereof, and, in the event that a Conduit Purchaser declines to make such purchase, the Committed Purchasers in the related Purchase Group shall, at the request of Seller, purchase such undivided percentage ownership interests from time to time. In the case of a Balance Sheet Purchase Group, the related Committed Purchaser shall purchase such undivided percentage ownership interests in the Receivables, the Related Security and Collections with respect thereto and the proceeds thereof from time to time.

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch has been requested and is willing to act as Administrative Agent on behalf of the Purchasers in accordance with the terms hereof.

ARTICLE I

PURCHASE ARRANGEMENTS

Section 1.1 Purchase Facility.

(a) From time to time prior to the Amortization Date, upon the terms and subject to the conditions hereof, Seller may request that the Purchasers purchase undivided percentage ownership interests in the Receivables, the Related Security and Collections with respect thereto

and all proceeds of the foregoing, by delivering immediately available funds to the Seller (an “Incremental Purchase”) or by issuing of one or more Letters of Credit for the benefit of the Seller or its designee (an “L/C Purchase”), in each case, as provided herein. Subject to the terms and conditions set forth herein, (a) in the case of a Commercial Paper Purchase Group, each Conduit Purchaser may, at its option, or if any Conduit Purchaser shall decline, the related Committed Purchaser(s) in its related Purchase Group shall, make such Purchase Group’s Purchase Group Share of each Purchase from the Seller hereunder and (b) in the case of a Balance Sheet Purchase Group, the related Committed Purchaser(s) shall make such Purchase Group’s Purchase Group Share of each Purchase from the Seller hereunder; provided, that notwithstanding anything set forth herein to the contrary, under no circumstances shall any Purchaser make any Incremental Purchase or L/C Purchase hereunder to the extent that, after giving effect thereto:

(i) the Aggregate Capital plus the L/C Undrawn Amount would exceed the Purchase Limit;

(ii) the aggregate amount of Capital outstanding of the Purchasers in any Purchase Group would exceed such Purchase Group’s Group Purchase Limit less its Purchase Group Share of the L/C Undrawn Amount; or

(iii) the aggregate amount of Capital outstanding of any Committed Purchaser would exceed its Commitment less its Pro Rata Share of the L/C Undrawn Amount.

Effective as of the date of each Purchase, Seller hereby sells and assigns to each of the Managing Agents, for the benefit of the applicable Purchasers in its Purchase Group, undivided percentage ownership interests in the Receivables, the Related Security and Collections with respect thereto and all proceeds of the foregoing, subject only to the payment by such Purchasers of the applicable Purchase Price therefor or the issuance of Letters of Credit, in each case, in accordance with the terms of this Agreement.

(b) Seller may, upon at least five (5) days’ (or such shorter period as the Administrative Agent and the Managing Agents may agree) prior written notice to the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent), terminate in whole or reduce in part the unused portion of the Purchase Limit; provided, that Seller may not reduce the Purchase Limit to an amount less than the aggregate Stated Amounts of all Letters of Credit then outstanding unless Seller shall have Cash-Collateralized all such Letters of Credit. Upon any such reduction in the Purchase Limit, the Group Purchase Limits shall be permanently reduced by a corresponding amount (ratably among the Purchase Groups in accordance with the Purchase Group Shares) and the Commitment of each Committed Purchaser in each Purchase Group shall be ratably reduced in accordance with such Committed Purchaser’s Pro Rata Share. Each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof.

(c) The Purchaser Interest shall be initially computed on the date hereof. Thereafter, until the Facility Termination Date, the Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each Business Day (after giving effect to any Purchase, if any, on

such Business Day); it being understood that, for purposes of such calculation, the Net Receivables Balance (and all components thereof) shall be determined on each Business Day based on the information set forth in the Monthly Report, Weekly Report or Daily Report most recently delivered (other than after an Amortization Event has occurred and is continuing and a notice thereof has been delivered by the Administrative Agent to the Seller and the Servicer to compute such Net Receivables Balance (and all components thereof) on each such Business Day) pursuant to this Agreement and Net Receivables Balance (and the components thereof) shall not be required to be recalculated as of each Business Day. Subject to the following sentence, from and after the Amortization Date, the Purchaser Interest shall be deemed to be 100%. The Purchaser Interest shall become zero on the Final Payout Date.

Section 1.2 Increases.

(a) Incremental Purchases. Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least one (1) Business Day’s (or, in the case of a request for an Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in a form set forth as Exhibit II-A hereto of each Incremental Purchase (a “Purchase Notice”); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York time). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the aggregate requested Purchase Price (which shall not be less than $5,000,000) and date of purchase, (b) in the case of an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the Commercial Paper Purchase Groups will determine whether the Conduit Purchasers in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. In the event that a Purchase Group has more than one Conduit Purchaser, the related Managing Agent may allocate the related Purchase Group Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Commercial Paper Purchase Group decline to participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the requested Incremental Purchase shall be made by the related Committed Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental Purchase (other than to the extent that the proceeds of such Incremental Purchase are being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), upon satisfaction of the applicable conditions precedent set forth in Article VI, the applicable Purchasers in each Purchase Group shall initiate a wire transfer of immediately available funds to the account specified by Seller, no later than 12:00 noon (New York time), in an aggregate amount equal to such Purchase Group’s Purchase Group Share of the Purchase Price for such Incremental Purchase. In no event shall the Purchasers be obligated to make more than fifteen (15) Incremental Purchases requested by Seller during any calendar month.

(b) Delayed Purchases. Notwithstanding anything to the contrary in this Agreement, from and after January 1, 2015, if the LCR Adoption Date has occurred, then at any time after the Seller delivers a Purchase Notice pursuant to this Section 1.2 or a Letter of Credit Request pursuant to Section 1.5, and prior to the date of the requested Purchase, a Managing Agent may notify the Seller in writing (a “Delayed Purchase Notification”) of its intention to purchase all or any portion of its related Purchase Group Share of such Incremental Purchase or L/C Purchase, as applicable, on the Delayed Purchase Date with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase or L/C Purchase. In conjunction with its first delivery of a Delayed Purchase Notification under this Section 1.2(b), each Managing Agent shall also deliver to the Seller and the Servicer such Managing Agent’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. In the event a Managing Agent delivers a Delayed Purchase Notification: (i) the Seller may at any time prior to the Delayed Purchase Date rescind the Purchase Notice partially or in its entirety (and if partially, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) the Seller may, in its sole discretion, upon notice to such Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse all of its interests, rights and obligations under this Agreement to an assignee in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. At least 60 days prior to the delivery of its first Delayed Purchase Notification to the Seller hereunder and as a condition to any Managing Agent exercising its rights under this Section 1.2(b), each Managing Agent shall provide notice to the Seller and the Servicer that it may elect to deliver such Delayed Purchase Notification, which notice may be revoked by such Managing Agent at any time.

Section 1.3 Decreases. Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of its Purchase Group’s Purchase Group Share of such reduction) with prior written notice in conformity with the Required Notice Period (a “Reduction Notice”) of any proposed reduction of Aggregate Capital from Collections. Such Reduction Notice shall designate (i) the proposed date upon which any such reduction of Aggregate Capital shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”). Each Aggregate Reduction shall be distributed ratably among each Purchase Group by payment to the applicable Managing Agent based upon the Capital held by each Purchase Group, and shall be applied by each Managing Agent to the Capital of the Purchasers in such Managing Agent’s Purchase Group as directed by Seller (x) to the Capital of the Committed Purchasers in such Purchase Group ratably in accordance with the amount of Capital of such Committed Purchasers and/or (y) to the Capital of the Conduit Purchasers in such Purchase Group ratably in accordance with the Capital of such Conduit Purchasers. Only one (1) Reduction Notice shall be outstanding at any time. No Aggregate Reduction will be made following the occurrence of the Amortization Date without the consent of the Administrative Agent.

Section 1.4 Payment Requirements. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (New York time) on the day when due in immediately available funds, and if not received by 11:00 a.m. (New York time) shall be deemed to be received on the next succeeding Business Day. Amounts payable to the Administrative Agent for its own account shall be paid to the Administrative Agent at the account specified by the Administrative Agent to Seller from time to time. Amounts payable to any Managing Agent, Purchaser or L/C Issuer shall be paid to such Managing Agent, Purchaser or L/C Issuer at the account specified by such Managing Agent, Purchaser or L/C Issuer to Seller from time to time. All computations of Yield, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed; provided, that computations of Yield which accrues by reference to the Prime Rate shall be made on the basis of a year of 365 days (or 366 days in the case of a leap year) for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Section 1.5 Letter of Credit Subfacility.

(a) Generally. Subject to the terms and conditions set forth herein, the L/C Issuers shall issue Letters of Credit requested by Seller from time to time; provided, that no Letter of Credit shall be issued, amended, renewed or extended if, after giving effect to such issuance, amendment, renewal or extension (i) the L/C Undrawn Amount would exceed an amount equal to the Purchase Limit minus the Aggregate Capital, (ii) the L/C Obligations would exceed the L/C Sublimit, (iii) the sum of the Aggregate Capital and the L/C Undrawn Amount would exceed the aggregate Commitments or (iv) the portion of the L/C Obligations attributable to Letters of Credit of any L/C Issuer would exceed its related Group L/C Sublimit.

(b) Letter of Credit Requests. To request an issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit issued by any L/C Issuer) from an L/C Issuer, Seller shall deliver a written request therefor, substantially in the form of Exhibit II-B hereto and which request may identify Marathon, MPC LP, or any of their respective Affiliates as the applicant or account party for such issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) (each such request, a “Letter of Credit Request”) to the Administrative Agent and the related Managing Agent of the applicable L/C Issuer not later than 10:00 a.m. (New York time) on the date that is at least four (4) Business Days prior to the requested issuance date (or the requested date of such amendment, renewal or extension of such outstanding Letter of Credit) of such Letter of Credit. Such Letter of Credit Request shall, unless otherwise agreed by the applicable L/C Issuer, be irrevocable and shall specify the face amount of the requested Letter of Credit, the account party (which shall be an Originator or an Affiliate thereof) and beneficiary for the requested Letter of Credit, the requested expiration date of such Letter of Credit, and the requested date of the issuance (or amendment, renewal or extension, as applicable) thereof; provided, that each Letter of Credit issued hereunder shall have a face amount of not less than $5,000,000; provided, further, that no L/C Issuer shall have any obligation to issue a Letter of Credit if any Committed Purchaser is at that time a Defaulting Committed Purchaser, unless such L/C Issuer is satisfied that the actual

fronting exposure with respect to the Defaulting Committed Purchaser’s related Purchase Group Share of any L/C Obligations in respect of issued Letters of Credit or any potential fronting exposure arising from the Letter of Credit then proposed to be issued will be entirely covered by Cash-Collateral (or other satisfactory arrangements with respect thereto in the sole discretion of such L/C Issuer shall have been made) provided to such L/C Issuer in accordance with this Agreement. The issuance, amendment, modification, renewal or extension by an L/C Issuer of any Letter of Credit shall be, in addition to the conditions precedent set forth in Article VI, subject to Section 1.2(b) and the conditions precedent that Seller (and, to the extent required by the applicable L/C Issuer, MPC LP or the Affiliate thereof which is to be the “Account Party” with respect thereto) shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Letter of Credit as the applicable L/C Issuer shall have reasonably requested (collectively, “Letter of Credit Application”) and Seller shall have paid, prior to the issuance, amendment, modification, renewal or extension thereof, to the applicable L/C Issuer, any Fronting Fees and Other L/C Fees due and owing with respect to such Letter of Credit. Each Letter of Credit issued in connection with an L/C Purchase or otherwise shall comply with the provisions of Section 1.5 and the related Letter of Credit Application. Seller shall have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with Administrative Agent, the applicable Managing Agent and the applicable L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. In no event shall an L/C Issuer be obligated to issue a modification in respect of a Letter of Credit if, on the proposed date of such modification, the applicable L/C Issuer would not be obligated to issue new Letters of Credit under the terms hereof if requested or if the beneficiary does not consent to the proposed terms of the modification.

(c) L/C Purchases. The related Managing Agent for an L/C Issuer shall promptly notify such L/C Issuer and Committed Purchasers in its Purchase Group of the request by Seller for the issuance of a Letter of Credit hereunder, and shall provide the related L/C Issuer with the applicable Letter of Credit Application delivered to Administrative Agent and the applicable Managing Agent by Seller pursuant to clause (b) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. (New York time) on such day, on the next Business Day.

(d) Participation Commitment. Immediately upon the issuance of each Letter of Credit by an L/C Issuer (or an amendment to a Letter of Credit increasing the Stated Amount thereof), each Committed Purchaser shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer, a participation in such Letter of Credit (as it may be so amended) and each drawing thereunder in an amount equal to such Committed Purchaser’s Pro Rata Share of the Stated Amount of such Letter of Credit and the amount of such drawing, respectively. Such participations in such L/C Purchases by each Committed Purchaser shall constitute an agreement by such Committed Purchaser to make an Incremental Purchase under Section 1.2 in the event that the related Letter of Credit is subsequently drawn upon and Seller otherwise fails to fulfill its Reimbursement Obligations in respect of such draw at such time in accordance herewith. In the event any Letter of Credit expires or is surrendered to the applicable L/C Issuer in accordance with its terms without being drawn (in whole or in part) then, in such event, the foregoing obligation of the Committed Purchasers to make such Incremental Purchase in respect of such Letter of Credit shall expire to the extent of the face amount thereof which has expired or been so surrendered.

(e) Issuance of Letters of Credit. (i) Each Letter of Credit shall, among other things, (A) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein, (B) expire at or prior to the close of business on the earlier of (x) unless a later date is otherwise agreed to in writing by the applicable L/C Issuer and the Administrative Agent, the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the Liquidity Termination Date; provided, that in accordance with clause (ii) of this subsection (e), a Letter of Credit may provide for the automatic renewal thereof for additional periods which shall not extend beyond the Liquidity Termination Date; provided, further, that a Letter of Credit may be issued or extended such that it expires after the Liquidity Termination Date so long as upon the issuance or extension thereof, Seller shall have provided cash-collateral or other arrangements in respect of such Letter of Credit, in an amount and otherwise on terms acceptable to the applicable L/C Issuer in its sole discretion, and (C) be in form and substance reasonably acceptable to the applicable L/C Issuer in its sole discretion.

(ii) If Seller so requests in any applicable Letter of Credit Request or Letter of Credit Application, each L/C Issuer may, in its sole discretion, issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer which issued such Letter of Credit to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof and Seller not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an L/C Issuer, Seller shall not be required to make a specific request to the applicable L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Purchasers shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Liquidity Termination Date; provided, however, that no L/C Issuer shall permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Purchaser or any Seller Party that one or more of the applicable conditions specified in Section 6.2 is not then satisfied and directing such L/C Issuer not to permit such extension; provided, further, that an Auto-Extension Letter of Credit may be issued or extended such that it expires after the Liquidity Termination Date so long as upon the issuance or extension thereof, Seller shall have provided cash-collateral or other arrangements in respect of such Letter of Credit, in an amount and otherwise on terms acceptable to the applicable L/C Issuer in its sole discretion.

(iii) Each L/C Issuer may, at its election (or as required by the Administrative Agent at the direction of the Required Managing Agents), deliver any notices of termination or other communications to any Letter of Credit beneficiary, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of any Auto-Extension Letter of Credit issued by such L/C Issuer to be a date not later than the Liquidity Termination Date.

(iv) Seller hereby authorizes and directs each L/C Issuer to name MPC LP (or any Affiliate of MPC LP designated by MPC LP pursuant to the Receivables Sale Agreement or the Receivables Transfer Agreement, as applicable, and specified to the applicable L/C Issuer in the Letter of Credit Request) as the “Account Party” of each Letter of Credit.

(f) Letter of Credit Participations; Disbursements, Reimbursement.

(i) In the event of any request for a drawing under a Letter of Credit issued by a L/C Issuer by the beneficiary thereof, the applicable L/C Issuer will promptly notify Administrative Agent, each Managing Agent and Seller of such request. Seller shall reimburse the applicable L/C Issuer, by paying to the related Managing Agent (and such Managing Agent shall promptly forward such amounts to such L/C Issuer) in an amount equal to the amount paid by such L/C Issuer thereunder in respect of such drawing not later than (a) 2:00 p.m. (New York time) on the date on which such drawing is paid by such L/C Issuer (the “Drawing Date”), if Seller shall have received notice of such drawing prior to 11:00 a.m. (New York time) on such Drawing Date or (b) 11:00 a.m. (New York time) on the Business Day immediately following the Drawing Date (or the date on which Seller shall have received such notice), if Seller shall have received notice of such drawing after 11:00 a.m. (New York time) on the Drawing Date (or such other date). In the event Seller fails to reimburse the applicable L/C Issuer for the full amount of any drawing under any Letter of Credit by payment to the related Managing Agent as and when required in accordance with the immediately preceding sentence, then such Managing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each other Managing Agent thereof, and Seller shall be deemed to have requested that an Incremental Purchase be made ratably by the Purchase Groups to be disbursed on the date of delivery of such notice with respect to such Letter of Credit in accordance with Section 1.2. Any notice given by an L/C Issuer pursuant to this Section may be oral if immediately confirmed in writing by the Administrative Agent; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Upon any notice of the failure by Seller to reimburse an L/C Issuer given to the Managing Agents pursuant to clause (i) above, (a) in the case of Commercial Paper Purchase Groups the Conduit Purchasers may, each at its option, and the related Committed Purchasers shall if the applicable Conduit Purchasers decline to, make available to the applicable L/C Issuer an amount in immediately available funds equal to the related Purchase Group Share of the amount of such unreimbursed drawing and (b) in the case of Balance Sheet Purchase Groups the related Committed Purchaser shall make available to the applicable L/C Issuer an amount in immediately available funds equal to the related Purchase Group Share of the amount of such unreimbursed drawing, whereupon each Committed Purchaser or Conduit Purchaser, as applicable, shall each be deemed to have made an Incremental Purchase in such amount. If any Committed Purchaser so notified fails to (and its related Conduit Purchaser has elected not to) make available to such L/C Issuer the amount of such Committed Purchaser’s Pro Rata Share of

such amount by no later than 2:00 p.m. (New York time) on the date of delivery of such notice, then interest shall accrue on the amount of such payment owing by such Committed Purchaser, from such date to the date on which such Committed Purchaser makes such payment (x) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following such date and (y) at a rate per annum equal to the Alternate Base Rate on and after the fourth day following such date. Each L/C Issuer will promptly give notice of the occurrence of the Drawing Date affecting it, but failure of an L/C Issuer to give any such notice on a Drawing Date or in sufficient time to enable any related Committed Purchaser to effect such payment on such date shall not relieve any Committed Purchaser from its obligation under this subclause (iii), provided that such Committed Purchaser shall not be obligated to pay interest as provided in the foregoing clauses (x) and (y) until and commencing from the date of receipt of notice from an L/C Issuer, the Administrative Agent or such Committed Purchaser’s related Managing Agent of a drawing. Each Committed Purchaser’s obligation under this Section 1.5 shall continue until the occurrence of each of the following: (A) the related L/C Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder by such L/C Issuer remains outstanding and uncancelled; (C) all Persons (other than Seller) have been fully reimbursed for all payments made under or relating to all of the Letters of Credit issued hereunder; and (D) the Facility Termination Date shall have occurred.

(g) Repayment of Letter of Credit Participation Advances.

(i) Upon (and only upon) receipt by an L/C Issuer for its account of immediately available funds from Seller (A) in reimbursement of any payment made by such L/C Issuer under a Letter of Credit with respect to which any Purchaser has made a payment pursuant to clause (f) of this Section 1.5, or (B) in payment of CP Costs or Yield on the Incremental Purchases made or deemed to have been made in connection with any such draw, the applicable L/C Issuer will pay to the applicable Purchasers, ratably (based on the outstanding drawn amounts funded by each such Purchaser in respect of such Letter of Credit), in the same funds as those received by such L/C Issuer; it being understood that such L/C Issuer shall retain the ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any Purchaser.

(ii) If an L/C Issuer is required at any time to return to Seller, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Seller to such L/C Issuer pursuant to this Agreement or any Letter of Credit issued by it in reimbursement of a payment made under any such Letter of Credit or interest or fee thereon or with respect thereto, each Committed Purchaser shall, on demand of such L/C Issuer, forthwith return to such L/C Issuer the amount of its Pro Rata Share of any amounts so returned by such L/C Issuer plus interest at the Federal Funds Effective Rate from the date of such demand (with such interest being added only in the event the return of such funds is unreasonably delayed or withheld).

(h) Documentation. Seller agrees to be bound by the terms of the applicable Letter of Credit Application and by the applicable L/C Issuer’s interpretations of any Letter of Credit it issues and by such L/C Issuer’s written regulations and customary practices relating to Letters of Credit, though the terms of each Letter of Credit Application, each applicable L/C Issuer’s

interpretation of its Letters of Credit and each L/C Issuer’s regulations and practices may be different from Seller’s own and from that of another L/C Issuer. In the event of a conflict or inconsistency between a Letter of Credit Application and this Agreement, this Agreement shall control. It is understood and agreed that, except in the case of gross negligence or willful misconduct by an L/C Issuer, as determined by a final non-appealable judgment of a Court of competent jurisdiction, such L/C Issuer shall not be liable for any error, breach, negligence and/or mistakes, whether of omission or commission, in following Seller’s instructions or those contained in the Letters of Credit issued by it or any modifications, amendments or supplements thereto.

(i) Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, each L/C Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

(j) Nature of Participation and Reimbursement Obligations. Each Committed Purchaser’s obligation in accordance with this Agreement to make participation advances as a result of a drawing under a Letter of Credit issued by the L/C Issuer under this Section 1.5, and the obligations of Seller to reimburse each L/C Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, shall not be subject to any defenses whatsoever (other than the occurrence of the Liquidity Termination Date), and shall be performed strictly in accordance with the terms of this Section 1.5 under all circumstances, including each of the following circumstances:

(1) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser may have against an L/C Issuer, any Conduit Purchaser, another Committed Purchaser, any Managing Agent, the Administrative Agent, Seller, Servicer, any Originator, Marathon or any other Person for any reason whatsoever;

(2) the failure of Seller or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of participation advances hereunder;

(3) any lack of validity or enforceability of any Letter of Credit;

(4) any claim of breach of warranty that might be made by Seller, Servicer, any Originator, Marathon, the Administrative Agent, any L/C Issuer, any Managing Agent, any Purchaser or any other Person against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which Seller, Servicer, any Originator, Marathon, the Administrative Agent, any L/C Issuer, any Managing Agent, any Purchaser or any other Person may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), any L/C Issuer, any Conduit

Purchaser, any Committed Purchaser, any Managing Agent, the Administrative Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Servicer, any Originator, Marathon, Seller or any of their respective Subsidiaries or Affiliates and the beneficiary for which any Letter of Credit was procured);

(5) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, even if another L/C Issuer, the Administrative Agent, a Managing Agent or a Purchaser has been notified thereof; provided, that the foregoing shall not be construed to excuse any L/C Issuer from liability to Seller to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Seller to the extent permitted by applicable law) suffered by Seller that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; provided, further, that, in the absence of gross negligence or willful misconduct on the part of the applicable L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination;

(6) payment by an L/C Issuer under a Letter of Credit issued by it against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer;

(7) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(8) any failure by an L/C Issuer or any of an L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by Seller;

(9) any Material Adverse Effect with respect to any Seller Party, any Originator, Marathon or any their respective Affiliates;

(10) any breach of this Agreement or any other Transaction Document by any party thereto;

(11) the occurrence and/or continuance of an Amortization Event or a Potential Amortization Event;

(12) the fact that this Agreement or the obligations of Seller or Servicer hereunder shall have been terminated; and

(13) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(k) Fronting Fees; Other L/C Fees. With respect to each Letter of Credit, Seller shall pay to the applicable L/C Issuer all fronting fees or similar fees with respect to such Letter of Credit in the amount and otherwise in accordance with the terms agreed in writing between Seller and such L/C Issuer (the “Fronting Fees”). Seller shall pay all Fronting Fees accrued through and including the last day of each calendar month, as reflected in an invoice delivered to Seller by such L/C Issuer not later than five (5) Business Days prior to the applicable Monthly Settlement Date, in arrears, on the Monthly Settlement Date immediately succeeding the end of such calendar month. Seller shall pay to each L/C Issuer, in addition to all other amounts due hereunder, all customary expenses incurred by each L/C Issuer in connection with each Letter of Credit issued by it or the maintenance thereof and its customary drawing, amendment, renewal, extension, processing, transfer and other applicable customary fees (collectively, “Other L/C Fees”). Seller shall pay all Other L/C Fees on demand or as otherwise agreed between Seller and such L/C Issuer.

(l) Liability for Acts and Omissions. (i) As between Seller, on the one hand, and each L/C Issuer and each other Indemnified Party, on the other, Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, no Indemnified Party shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if such L/C Issuer or such other Indemnified Party shall have been notified thereof); provided, that the foregoing shall not be construed to excuse any L/C Issuer from liability to Seller to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Seller to the extent permitted by applicable law) suffered by Seller that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; provided, further, that, in the absence of gross negligence or willful misconduct on the part of the applicable L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among Seller and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or

delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of such Indemnified Party, and none of the above shall affect or impair, or prevent the vesting of, any of any L/C Issuer’s or any other Indemnified Party’s rights or powers hereunder. In no event shall any of such L/C Issuer or other Indemnified Party be liable to Seller or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(ii) Without limiting the generality of the foregoing, each L/C Issuer may (i) rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by an L/C Issuer or its Affiliates; (iv) honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; and (v) pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located.

(iii) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an L/C Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such L/C Issuer under any resulting liability to any Seller Party, any Originator, any Purchaser, any Managing Agent, the Administrative Agent or any other Person.

(m) Termination of Letters of Credit. An L/C Issuer shall only terminate a given Letter of Credit (in whole or in part) upon receipt of appropriate documentation from the beneficiary thereof or, upon the expiration thereof in accordance with its terms and, promptly thereafter, the Administrative Agent shall return to Seller any Cash-Collateral or other collateral provided in respect of such Letter of Credit in excess of the Required Cash-Collateral Amount for such Letter of Credit.

(n) Defaulting Committed Purchasers. Notwithstanding any provision of this Agreement to the contrary, if at any time a Committed Purchaser shall become a Defaulting Committed Purchaser, and until such time as the Administrative Agent, the Managing Agents and the L/C Issuers shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser:

(i) so long as no Amortization Event shall then exist, all or any part of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount shall be reallocated (effective as of the date such Committed Purchaser becomes a Defaulting Committed Purchaser) among the other Committed Purchasers in accordance with their respective Pro Rata Shares (for the purposes of such reallocation, such Defaulting Committed Purchaser’s Commitment shall be disregarded in determining the other Committed Purchasers’ respective Pro Rata Shares), but only to the extent that (x) the sum of the Aggregate Capital of all non-defaulting Committed Purchasers plus the L/C Undrawn Amount shall not exceed the Purchase Limit and (y) the sum of each non-Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount plus such non-Defaulting Committed Purchaser’s Capital shall not exceed such non-Defaulting Committed Purchaser’s Commitment;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Seller shall, within three (3) Business Days following Seller’s receipt of written notice from the Administrative Agent, Cash-Collateralize the portion of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount which has not been reallocated to the other Committed Purchasers under clause (i) above;

(iii) if Seller Cash-Collateralizes any portion of such Defaulting Committed Purchaser’s Pro Rata Share of the Letters of Credit pursuant to clause (ii) above, Seller shall not be required to pay the Undrawn L/C Fee to such Defaulting Committed Purchaser pursuant to this Agreement or the Fee Letter with respect to such Defaulting Committed Purchaser’s participation in the L/C Undrawn Amount during the period from the date of Seller’s deposit of such Cash-Collateral with the Administrative Agent and ending upon the return of such Cash-Collateral to Seller; and

(iv) any payment of principal, interest, fees or other amounts received by the Administrative Agent or the applicable Managing Agent from Seller or Servicer for the account of such Defaulting Committed Purchaser, shall be applied at such time or times as may be determined by the Administrative Agent and such Managing Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that Defaulting Committed Purchaser to the L/C Issuers hereunder; second, if so determined by the Administrative Agent and such Managing Agent or requested by any L/C Issuer, to Cash-Collateralize the obligations of such Defaulting Committed Purchaser in respect of any Letter of Credit (and, if Seller has provided Cash-Collateral in respect of such Defaulting Committed Purchaser pursuant to clause (ii) above, the amount, if any, of such Cash-Collateral which, after giving effect to amounts retained pursuant to this clause second, is not necessary in order for the Cash-Collateral in respect of such Defaulting Committed Purchaser to equal such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Issuer Undrawn Amount shall be returned to Seller); and third, to such Defaulting Committed Purchaser or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Committed Purchaser that are applied (or held) to pay amounts owed by a Defaulting Committed Purchaser or to Cash-Collateralize Letters of Credit pursuant to this Section 1.5(n) shall be deemed paid to

and redirected by that Defaulting Committed Purchaser, and each Purchaser irrevocably consents hereto. The rights and remedies against, and with respect to, a Defaulting Committed Purchaser under this Section 1.5(n) are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Purchaser, any L/C Issuer, any Managing Agent or Seller or any other Person may at any time have against, or with respect to, such Defaulting Committed Purchaser.

In the event that the Administrative Agent, each L/C Issuer and each Managing Agent shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser, then the Pro Rata Share of the L/C Undrawn Amount of the other Committed Purchasers shall be readjusted to reflect the inclusion of the Commitment of such Committed Purchaser, and on such date such Committed Purchaser shall purchase at par such of the Capital of the other Committed Purchasers as the Administrative Agent shall determine may be necessary in order for such Committed Purchaser to hold Capital in accordance with its Pro Rata Share.

(o) L/C Collateral Account. (i) The Administrative Agent shall maintain a segregated cash collateral account (such account the “L/C Collateral Account”) at the Administrative Agent into which Cash-Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Seller (or, with respect to Cash-Collateral deposited in respect of a Defaulting Committed Purchaser, such Defaulting Committed Purchaser) under this Agreement and the other Transaction Documents. The Administrative Agent (for the benefit of the L/C Issuers and the Purchasers) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the L/C Collateral Account. Other than any interest earned on the investment of such deposits (in the event any such investment is made pursuant to the following sentence), funds on deposit in the L/C Collateral Account shall not bear interest. The Administrative Agent shall not be required to invest any funds on deposit in the L/C Collateral Account; provided that if the Administrative Agent elects to invest any such funds, the Administrative Agent shall invest such funds in one or more types of Eligible Investments, and such investments shall be at Seller’s risk and expense. Interest or profits, if any, on such investments shall accumulate in the L/C Collateral Account.

(ii) Amounts on deposit in the L/C Collateral Account shall be applied by the Administrative Agent to reimburse the applicable L/C Issuer for Reimbursement Obligations for which it has not been reimbursed or, if the Amortization Date has occurred, shall be applied to satisfy other Aggregate Unpaids, provided, that the reimbursement amounts applied pursuant to this paragraph (ii) shall not cause the balance in the L/C Collateral Account in respect of any Letter of Credit to be less than the Required Cash-Collateral Amount. If on any Settlement Date, the balance in the L/C Collateral Account in respect of any Letter of Credit exceeds the Required Cash-Collateral Amount for such Letter of Credit as of such Settlement Date, then, unless an Amortization Event or Potential Amortization Event shall exist and be continuing, the Administrative Agent shall release the excess Cash-Collateral to Seller.

(iii) Upon the declaration or automatic occurrence of the Amortization Date or, upon the request of the Required Managing Agents, after the occurrence of an Amortization Event, Seller shall Cash-Collateralize all outstanding Letters of Credit.

Section 1.6 Certain Reconveyances. The parties hereby acknowledge that certain Receivables may, from time to time, be subject to some form of third-party protection (including but not limited to insurance, surety bonds and guarantees) with respect to the credit of the underlying Obligor. The Servicer shall provide the Administrative Agent written notice of any claim pending with respect to any credit protection on any Receivable and shall notify the Administrative Agent of its request for release of such Receivable from the interests of the Administrative Agent (on behalf of the Purchasers) hereunder. The Managing Agents on behalf of their respective Purchase Groups shall be deemed to have automatically sold and assigned any such Receivable to the Seller and the Administrative Agent on behalf of the Purchasers shall be deemed to have released its security interest in such Receivable upon the payment by the Seller of the Outstanding Balance of such Receivable (whether by, as identified by the Servicer, a Deemed Collection or Collections in the form of proceeds from the related credit protection). The Administrative Agent shall at the expense of the Seller take any other actions reasonably requested by the Servicer to evidence the sale, assignment and release of any Receivable as contemplated in this Section 1.6. The Administrative Agent and Managing Agents will consider proposals to amend this Agreement in accordance with the terms hereof in furtherance of this Section 1.6.

ARTICLE II

PAYMENTS AND COLLECTIONS

Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay when due to the Administrative Agent or the related Managing Agent, as applicable, for the account of the relevant Purchasers and L/C Issuers, the Administrative Agent, Funding Sources or Indemnified Parties on a full recourse basis, as applicable, (i) such fees as set forth in the Fee Letter (which fees shall be sufficient to pay all fees owing to the Committed Purchasers), (ii) all CP Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed Collections (which shall be immediately due and payable by Seller on the Settlement Date following deemed receipt by Seller and applied to reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v) all amounts required pursuant to Section 2.6, (vi) all amounts payable pursuant to Article X, if any, (vii) all unreimbursed Reimbursement Obligations, (viii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Receivables, (ix) all Broken Funding Costs and (x) all Default Fees (collectively, the “Obligations”). Upon the occurrence and during the continuation of an Amortization Event, the Default Fee shall accrue and be payable on each Settlement Date, or, if earlier, on demand by the Administrative Agent. Notwithstanding the foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Deemed Collections, Seller shall immediately remit such Collections or Deemed Collections to Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Purchasers and the Administrative Agent.

Section 2.2 Collections Prior to Amortization.

(a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by Servicer shall be set aside and held in trust by Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by Servicer prior to the Amortization Date, (i) Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Purchase Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by the Terminating Purchasers in such Terminating Purchase Group) and (ii) Seller hereby requests and the Purchasers (other than the Terminating Purchasers) (except to the extent contemplated in any Reduction Notice) hereby agree to make, simultaneously with such receipt, but subject to the conditions precedent set forth herein, including the conditions set forth in Section 6.2, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by Servicer (other than the Termination Percentage of any Collections allocable to each Terminating Purchase Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the Aggregate Capital immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt (net of any reduction contemplated in a Reduction Notice).

(b) On each Settlement Date prior to the occurrence of the Amortization Date, Servicer shall remit to each Managing Agent’s account its Purchase Group Share (or Termination Percentage) of the amounts set aside during the preceding Accrual Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) to reduce unpaid CP Costs, Yield and other Obligations, if any, that are then due and owing to the members of such Group (or Terminating Purchase Group). If such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, (i) each Managing Agent’s Purchase Group Share of any additional Collections received by Servicer, if applicable, shall be remitted to such Managing Agent’s account no later than 11:00 a.m. (New York time) to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from Servicer to Seller on such Settlement Date. Each Terminating Purchase Group shall be allocated a ratable portion of Collections from the Scheduled Liquidity Termination Date of such Terminating Purchase Group until the Capital of all Purchasers in such Terminating Purchase Group shall be paid in full. This ratable portion shall be calculated on the Scheduled Liquidity Termination Date of each Terminating Purchase Group as a percentage equal to (i) Capital of all Purchasers in such Terminating Purchase Group outstanding on its Scheduled Liquidity Termination Date, divided by (ii) the Aggregate Capital outstanding on such Scheduled Liquidity Termination Date (the “Termination Percentage”). Each Terminating Purchase Group’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Purchaser’s Capital thereafter shall be reduced ratably with all Purchasers in accordance with Section 2.3.

Section 2.3 Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust, for the Purchasers and L/C Issuers, all Collections and/or Deemed Collections received on such day and an additional amount for the payment of any accrued and unpaid Obligations owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Administrative Agent (i) remit to each Managing Agent’s account the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to (A) reduce the Aggregate Capital, (B) reduce any outstanding Reimbursement Obligations, (C) Cash-Collateralize all outstanding Letters of Credit and (D) reduce any other Aggregate Unpaids.

Section 2.4 Application of Collections. If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), Servicer shall distribute funds:

first, if MPC LP or one of its Affiliates is not then acting as Servicer, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee;

second, to the reimbursement of the Administrative Agent’s and the Managing Agents’ costs of collection and enforcement of this Agreement;

third, to each Managing Agent for the benefit of the L/C Issuer in its Purchase Group, if any, in payment of all amounts due and owing to such L/C Issuer from a Defaulting Committed Purchaser as required under Section 1.5(n);

fourth, to each Managing Agent, for the benefit of the Purchasers in its Purchase Group, in payment of all accrued and unpaid fees under the Fee Letter (including, the Commitment Fees and Undrawn L/C Fees), CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties;

fifth, to each Managing Agent, for the benefit of the Purchasers and L/C Issuer in its Purchase Group, in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share;

sixth, ratably, (a) at any time there is a Defaulting Committed Purchaser, to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the Purchasers, in an amount sufficient to Cash-Collateralize such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount and (b) to the extent required pursuant to Section 1.5(o)(iii), to the Administrative Agent, to be held in the L/C Collateral Account for the benefit of the applicable L/C Issuers and the Purchasers, in an amount sufficient to Cash-Collateralize all outstanding Letters of Credit;

seventh, for the ratable payment of all other unpaid Obligations; provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when MPC LP or one of its Affiliates is acting as Servicer, such costs and expenses shall not be paid until after the payment in full of all other Obligations; and

eighth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4, shall be shared ratably (within each priority) among the Administrative Agent, the L/C Issuers and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority. Each Managing Agent shall distribute the amounts received pursuant to clauses fourth and fifth above to the Purchasers, L/C Issuer, if any, and Terminating Purchasers, if any, in its Purchase Group ratably according to the applicable amounts owed to such Purchasers and L/C Issuer. On and after the Amortization Date, in the event that applications of Collections are made on a date other than a Settlement Date, if any Managing Agent so directs the Administrative Agent, the Administrative Agent shall set aside from Collections for distribution to such Managing Agent on the next Settlement Date, the accrued and unpaid fees under the Fee Letter and accrued and unpaid Yield which are (or will be) due and payable to the Managing Agents, the L/C Issuer and the Purchasers in the related Purchase Group on the next Settlement Date.

Section 2.5 Payment Rescission. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Administrative Agent (for application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding.

Section 2.6 Maximum Purchaser Interests. Seller shall ensure that the Purchaser Interest of the Purchasers and L/C Issuers shall at no time exceed in the aggregate 100%. If the aggregate of the Purchaser Interest of the Purchasers and L/C Issuers exceeds 100%, Seller shall pay within one (1) Business Day an amount to each Managing Agent, ratably based upon each such Purchase Group’s Capital, which amounts shall be applied by each Managing Agent to the Capital of the Purchasers in such Managing Agent’s Purchase Group as directed by Seller (x) to the Capital of the Committed Purchasers in such Purchase Group ratably in accordance with the amount of Capital of such Committed Purchasers and/or (y) to the Capital of the Conduit Purchasers in such Purchase Group ratably in accordance with the Capital of such Conduit Purchasers, to be applied to reduce the Aggregate Capital such that after giving effect to such payment (and the application thereof to reduce the Aggregate Capital) the aggregate of the Purchaser Interest equals or is less than 100%.

Section 2.7 Clean Up Call. In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing written notice to the Managing Agents in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Capital to a level that is less than 10.0% of the original Purchase Limit, to repurchase from the Managing Agents all, but not less than all, of the Aggregate Capital. The price to be paid in respect of such repurchase shall be an amount equal to (i) the Aggregate Unpaids minus (ii) the L/C Obligations, in each case, through the date of such repurchase, payable in immediately available funds. Upon the exercise of such repurchase, Seller shall Cash-Collateralize all of the outstanding L/C Obligations. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser, any L/C Issuer or the Administrative Agent.

ARTICLE III

CONDUIT PURCHASER FUNDING

Section 3.1 CP Costs and Yield. (a) Seller shall pay CP Costs with respect to the Capital of a Conduit Purchaser funded with Commercial Paper for each day that any such Capital is outstanding. The Capital of a Conduit Purchaser funded substantially with Pooled Commercial Paper shall accrue CP Costs each day on a pro rata basis, based upon the percentage share such Capital represents in relation to all assets held by the applicable Conduit Purchaser and funded substantially with Pooled Commercial Paper.

(b) The portion of the Capital of a Conduit Purchaser funded by a source other than Pooled Commercial Paper or Tranche Funded Commercial Paper (including, without limitation, each Tranche funded or maintained by a Conduit Purchaser under a Funding Agreement) shall accrue Yield as described in Article IV hereof.

Section 3.2 CP Costs Payments. On each Settlement Date, Seller shall pay to each Managing Agent (for the benefit of each Conduit Purchaser in its Purchase Group) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Capital of each such Conduit Purchaser funded with Pooled Commercial Paper or Tranche Funded Commercial Paper for the immediately preceding Accrual Period in accordance with Article II.

Section 3.3 Calculation of CP Costs. On or before the fifth (5th) Business Day immediately preceding each Settlement Date, each Managing Agent shall calculate the aggregate amount of CP Costs and Yield, if any, due and payable to each Conduit Purchaser in its Purchase Group for the immediately preceding Accrual Period and shall notify Seller of such aggregate amount. Such aggregate amount shall be calculated in respect of each Conduit Purchaser using an estimate of the CP Costs, if necessary, for the remaining days in such Accrual Period, provided, that such aggregate amount shall be adjusted as follows: if the Managing Agent of such Conduit Purchaser shall have used an estimate of CP Costs with respect to the preceding Accrual Period, such Managing Agent shall compute the actual aggregate CP Costs of such Conduit Purchaser for such preceding Accrual Period and (i) if the actual aggregate CP Costs of such Conduit Purchaser so computed are greater than the estimated aggregate CP Costs calculated for such preceding Accrual Period, the aggregate CP Costs for such Conduit Purchaser calculated pursuant to the preceding sentence for the current Accrual Period shall be increased by

the amount of such difference, and (ii) if the actual aggregate CP Costs of such Conduit Purchaser so computed are less than the estimated aggregate CP Costs for such preceding Accrual Period, the aggregate CP Costs for such Conduit Purchaser calculated pursuant to the preceding sentence for the current Accrual Period shall be decreased by the amount of such difference.

Section 3.4 Selection and Continuation of Tranche Periods.

(a) With consultation from (and approval by) the related Managing Agent with respect to a Purchase Group having one or more Tranche Funding Conduit Purchasers, Seller may from time to time request Tranche Periods and allocate Tranches to each selected Tranche Period; provided, that (i) no more than five (5) Tranche Periods for such Purchase Group shall be outstanding at any time and (ii) such Managing Agent shall have the ultimate authority to make all selections of Tranche Periods and the allocation of Tranches to its related Conduit Purchaser’s Tranche Funded Commercial Paper in its sole and absolute discretion.

(b) At least two (2) Business Days prior to the end of a Tranche Period applicable to any Tranche funded with Tranche Funded Commercial Paper (a “Terminating CP Tranche”), the related Managing Agent or, upon notice to and consent by such Managing Agent received at least three (3) Business Days prior to the last day of such Terminating CP Tranche, Seller, may, effective on the last day of such Terminating CP Tranche: (i) divide any such Terminating CP Tranche into multiple Tranches, (ii) combine any such Tranche with one or more other Tranches funded by such Tranche Funding Conduit Purchasers that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Tranche with a new Tranche to be purchased by such Tranche Funding Conduit Purchasers on the day such Terminating CP Tranche ends; provided, that in no event may a Tranche of any Tranche Funded Conduit Purchaser be combined with a Tranche of a Committed Purchaser or with a Tranche funded with Pooled Commercial Paper. If none of the above actions is taken with respect to such Terminating CP Tranche, such Tranche shall, as of the end of the applicable Tranche Period, be funded by Pooled Commercial Paper.

ARTICLE IV

COMMITTED PURCHASER FUNDING; CONDUIT PURCHASER FUNDING THROUGH

SOURCE OTHER THAN COMMERCIAL PAPER

Section 4.1 Committed Purchaser Funding; Conduit Purchaser Funding Through Source Other Than Commercial Paper. (x) Each Tranche of a Committed Purchaser in a Commercial Paper Purchase Group, and each Tranche of Conduit Purchaser funded through a source other than Commercial Paper, shall accrue Yield at either the Adjusted LIBO Rate or the Alternate Base Rate and (y) each Tranche of a Committed Purchaser in a Balance Sheet Purchase Group shall accrue Yield at the Adjusted LIBO Rate, for each day during each Accrual Period in accordance with the terms and conditions hereof. Until Seller gives timely notice to the Administrative Agent of another Interest Rate in accordance with Section 4.4, the initial Interest Rate for any Tranche transferred to a Committed Purchaser in a Commercial Paper Purchase Group pursuant to the terms and conditions hereof, or funded by a Funding Source pursuant to the terms and conditions of any Funding Agreement, shall be the Alternate Base Rate. The

initial Interest Rate for any Tranche funded by the Committed Purchasers and/or Conduit Purchasers to refinance any outstanding Obligations upon same-day notice shall be the Prime Rate for the date of such funding and thereafter, Yield and/or CP Costs, as applicable, shall accrue in respect thereof in accordance with the terms of Article III and this Article IV.

Section 4.2 Yield Payments. On each Settlement Date, Seller shall pay to each Managing Agent (for the benefit of the Committed Purchasers, Conduit Purchasers and Terminating Purchasers, if any, in its Purchase Group, as applicable) an aggregate amount equal to the accrued and unpaid Yield for each Tranche Period in accordance with Article II.

Section 4.3 Selection and Continuation of Tranche Periods.

(a) At any time that a Tranche which accrues Yield at the Adjusted LIBO Rate is funded or maintained by a Committed Purchaser in a Commercial Paper Purchase Group or by a Conduit Purchaser through a source other than Commercial Paper, Seller shall from time to time request, in consultation with (and approval by) the related Managing Agent, Tranche Periods for such Tranches, provided, that each Tranche Period shall end on a Settlement Date.

(b) Seller, upon notice to and consent by the applicable Managing Agent received at least three (3) Business Days prior to the last day of a Tranche Period (the “Terminating Tranche”) for any Tranche may, effective on the last day of the Terminating Tranche: (i) divide any such Tranche funded by the Committed Purchasers and Terminating Committed Purchasers in the same Purchase Group into multiple Tranches, (ii) combine any such Tranche with one or more other Tranches of a Committed Purchaser or Terminating Committed Purchaser in the same Purchase Group that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Tranche with one or more other Tranches which either end on such day or are newly created on such day; provided, that in no event may a Tranche of any Conduit Purchaser be combined with a Tranche of a Committed Purchaser.

Section 4.4 Committed Purchaser Interest Rates. Seller may select the Adjusted LIBO Rate or the Alternate Base Rate for each Tranche of the Committed Purchasers in a Commercial Paper Purchase Group and each Tranche of Conduit Purchaser funded through a source other than Commercial Paper. Seller shall by 11:00 a.m. (New York time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the Adjusted LIBO Rate is being requested as a new Interest Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Alternate Base Rate is being requested as a new Interest Rate, give each Managing Agent irrevocable notice of the new Interest Rate for such Terminating Tranche. Until Seller gives timely notice to the Administrative Agent of another Interest Rate, the initial Interest Rate for any Tranche transferred to the Committed Purchasers or funded by Conduit Purchaser through a source other than Commercial Paper shall be the Alternate Base Rate.

Section 4.5 Suspension of the Adjusted LIBO Rate. If any Committed Purchaser or Funding Source notifies the Administrative Agent that it has determined that funding its interest in the Aggregate Capital at the Adjusted LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority,

whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund such interest at such Adjusted LIBO Rate are not available or (ii) such Adjusted LIBO Rate does not accurately reflect the cost of acquiring, funding or maintaining such interest in the Aggregate Capital at such Adjusted LIBO Rate, then the Administrative Agent shall suspend the availability of such Adjusted LIBO Rate and require Seller to select the Alternate Base Rate for any such interest accruing Yield at such Adjusted LIBO Rate.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of the Seller Parties. Each Seller Party hereby represents and warrants to the Administrative Agent, each Managing Agent and each Purchaser, as to itself, as of the date hereof and as of the date of each Credit Event that:

(a) Corporate Existence and Power. Such Seller Party is a limited liability company, in the case of Seller, or limited partnership, in the case of MPC LP, duly organized, validly existing, organized solely and in good standing under the laws of its state of organization. Such Seller Party is duly qualified to do business and is in good standing as a foreign limited liability company or limited partnership, as applicable, and has and holds all limited liability company or limited partnership power, as applicable, and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except in the case of Servicer only, where the failure to so qualify or be in good standing or the failure to so have or hold would not reasonably be expected to have a Material Adverse Effect. Such Seller Party constitutes a “registered organization” (within the meaning of Section 9-102(a) of the UCC) of its state of organization.

(b) Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of purchases made hereunder are within its limited liability company or limited partnership powers and authority, as applicable, and have been duly authorized by all necessary limited liability company or limited partnership action, as applicable, on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

(c) No Conflict. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder (i) do not contravene or violate (A) its certificate of formation or certificate of limited partnership, as applicable, or its partnership or operating agreement, as applicable, or other organizational documents, (B) any law, rule or regulation applicable to it, (C) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, except, in the case of clauses (B), (C) and (D) with respect to Servicer, where such contravention or violation would not reasonably be expected to have a Material Adverse Effect and (ii) do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder, under the Receivables Sale Agreement or under the Receivables Transfer Agreement); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d) Governmental Authorization. Other than (i) the filing of the financing statements required hereunder, under the Receivables Sale Agreement or under the Receivables Transfer Agreement, and (ii) such authorizations, approvals, notices, filings or other actions as have been obtained, made or taken prior to the date hereof, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e) Actions, Suits. (i) There are no actions, suits or proceedings pending, or to the knowledge of any officer of Seller, threatened, against or affecting Seller, or any of its properties, in or before any court, arbitrator or other body as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected to result in liability of Seller in excess of $50,000; (ii) there are no actions, suits or proceedings pending, or to the knowledge of any officer of Servicer, threatened, against or affecting Servicer, or any of its properties, in or before any court, arbitrator or other body, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; (iii) the Seller is not in default with respect to any order of any Governmental Authority; and (iv) the Servicer is not in default with respect to any order of any Governmental Authority, which default would reasonably be expected to result in a Material Adverse Effect.

(f) Binding Effect. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g) Accuracy of Information. No written reports, financial statements, certificates or other written information, including, without limitation, any Monthly Report, Weekly Report or Daily Report (collectively, the “Information”) furnished by or on behalf of any Seller Party to the Administrative Agent, any Managing Agent or any Purchaser in connection with the negotiation of this Agreement, any other Transaction Document, any transaction contemplated hereby or thereby or otherwise delivered hereunder or thereunder (as modified or supplemented by other Information so furnished) contained, as of the date such Information was furnished (or, if such Information expressly related to a specific date, as of such specific date) any material misstatement of fact or omitted to state, as of the date such Information was furnished (or, if such Information expressly related to a specific date, as of such specific date), any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to projected financial information, each Seller Party represents only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time.

(h) Use of Proceeds. No proceeds of any Credit Event hereunder will be used (i) to purchase or carry “margin stock” as defined in Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or in a manner that violates any such regulation or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Exchange Act.

(i) Good Title. Immediately prior to each Credit Event hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable and, to the extent that a security interest therein may be perfected by the filing of such financing statements, in its Collections and the Related Security.

(j) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the Administrative Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and, to the extent that a security interest therein may be perfected by the filing of such financing statements, in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections. Seller has not, within a period of one year prior to the date hereof, (i) changed the location of its principal place of business or chief executive office or its organizational structure, (ii) changed its legal name, (iii) changed its “location” (within the meaning of Section 9-307 of the UCC as in effect in all applicable jurisdictions), or (iv) become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC as in effect in all applicable jurisdictions) with respect to a currently effective security agreement previously entered into by any other Person.

(k) Places of Business and Locations of Records. The principal places of business and chief executive office of such Seller Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Administrative Agent has been notified in accordance with Section 7.2(a). Seller’s Federal Employer Identification Number is correctly set forth on Exhibit III.

(l) Collections. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV (as such Exhibit IV may be amended or supplemented from time to time by Seller by delivery of a new Exhibit IV to the Administrative Agent). Seller has not granted any Person, other than the Administrative Agent as contemplated by this Agreement, dominion or “control” (within the meaning of Section 9-1-04 of the UCC of all applicable jurisdictions) of, or the right to give instructions with respect to the disposition of funds, without the consent of any other Person, with respect to any Lock-Box or Collection Account, or the right to take dominion or “control” (within the meaning of Section 9-1-04 of the UCC of all applicable jurisdictions) of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. The Administrative Agent has a valid and perfected first priority security interest in each Lock-Box and Collection Account.

(m) Material Adverse Effect. (i) Such Seller Party has heretofore furnished to the Administrative Agent and the Managing Agents Marathon’s consolidated or combined balance sheet and consolidated or combined statements of income, comprehensive income, stockholders equity and cash flows (A) as of and for the fiscal year ended December 31, 2012, reported on by PricewaterhouseCoopers LLP, independent registered public accounting firm, and (B) as of and for the fiscal quarter and the portion of the fiscal year most recently ended prior to the date hereof for which quarterly financial statements of Marathon are available, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Marathon and its consolidated Subsidiaries as of such dates and for such periods on a consolidated basis in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B) above.

(ii) Since December 31, 2012, in the case of the initial Servicer, and since the date of its formation, in the case of Seller, no event, condition or other circumstance in respect of such Seller Party has occurred or exists that would have a Material Adverse Effect.

(n) Names. In the past five (5) years, (i) Seller has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and (ii) Seller has not been organized in any jurisdiction other than the jurisdiction in which it is currently organized.

(o) Ownership of Seller. MPC LP directly owns 100% of the issued and outstanding equity interests of Seller, free and clear of any Adverse Claim, other than Permitted Liens. Such equity interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire equity interests of Seller.

(p) Not an Investment Company. Such Seller Party is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or any successor statute.

(q) Compliance with Law. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation would not reasonably be expected to have a Material Adverse Effect.

(r) Compliance with Credit and Collection Policy. Such Seller Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change in or material amendment to such Credit and Collection Policy, except such change or amendment as to which the Administrative Agent has been notified and any necessary consents have been obtained in accordance with Section 7.1(a)(vi).

(s) Payments to Originators. With respect to each Receivable transferred to Seller under the Receivables Sale Agreement or to MPC LP under the Receivables Transfer Agreement, the applicable Originator has received reasonably equivalent value in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under the Receivables Sale Agreement or the Receivables Transfer Agreement, as applicable, is or may be voidable as a fraudulent transfer under Section 547 of the Federal Bankruptcy Code or a voidable preference under Section 548 of the Federal Bankruptcy Code.

(t) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u) Eligible Receivables. Each receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase under the Receivables Sale Agreement and, if applicable, under the Receivables Transfer Agreement, was an Eligible Receivable on such purchase date.

(v) Net Receivables Balance. Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the L/C Undrawn Amount, plus (iii) the Aggregate Reserves.

(w) Accounting. Such Seller Party treats the transactions contemplated by the Receivables Sale Agreement as sales and/or capital contributions and the transactions contemplated by the Receivables Transfer Agreement as sales, for all purposes, including, without limitation, accounting purposes; provided, however, that the consolidated financial statements of Marathon and Seller are prepared in accordance with GAAP and, as a result of the

consolidation required by GAAP, the transfers shall be reflected as a financing by Marathon in its consolidated financial statements, and such Seller Party, in respect of financial statements that are prepared on or after the date of this Agreement, (i) has made appropriate notations in any such consolidated financial statements (or in the accompanying notes) to indicate that Seller is a separate legal entity from Marathon and to indicate that the assets and credit of Seller are not available to satisfy the debts and obligations of Marathon and (ii) has listed the assets of Seller separately on any balance sheet of such Seller Party prepared on a standalone basis.

(x) No Amortization Event. No event has occurred and is continuing that constitutes an Amortization Event or a Potential Amortization Event.

(y) Solvency. After giving effect to the sale or contribution of Receivables and any Incremental Purchases and Reinvestments, as applicable, to be made on such date and to the application of the proceeds therefrom, Seller (i) is not “insolvent” (as such term is defined in the Federal Bankruptcy Code), (ii) is able to pay its debts as they become due and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it reasonably expects to engage.

(z) Taxes. Each of such Seller Party and, in the case of Servicer, its Subsidiaries has filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except, in the case of Servicer only, (a) Taxes or the filing of Tax returns or reports that are being contested in good faith by appropriate proceedings and for which Servicer or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Seller has paid when due any taxes payable by Seller in connection with the Receivables.

(aa) ERISA. No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect.

(bb) Subsidiaries; Business. In the case of Seller, (i) it has no Subsidiaries, (ii) since its formation, it has conducted no business other than entering into and performing its obligations under the Prior Receivables Facility and such other activities incidental to the foregoing, (iii) the Transaction Documents to which it is a party and such other activities incidental to the foregoing and (iv) the Transaction Documents to which it is a party are the only agreements to which it is a party.

(cc) OFAC. It and each of its Subsidiaries is and will be in compliance, in all material respects, with (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. None of the Seller Parties nor any of their Subsidiaries nor, to the knowledge of the Seller Parties, any director, officer, agent, employee or Affiliate of the Seller Parties or any of their respective Subsidiaries, is currently subject to any U.S. sanctions administered by OFAC that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No part of the proceeds of the Purchases made hereunder will be used, directly or indirectly, or

otherwise made available (A) for any payments to any officer or employee of a Governmental Authority, or any Person controlled by a Governmental Authority, or any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or (B) to any Person for the purpose of financing the activities of any Person currently subject to any United States sanctions administered by OFAC.

ARTICLE VI

CONDITIONS OF CREDIT EVENTS

Section 6.1 Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the initial Credit Event hereunder are subject to the condition precedent that (a) the Administrative Agent and the Managing Agents shall have received those documents listed on Schedule B and (b) the Administrative Agent and the Purchasers shall have received all fees payable on the Closing Date pursuant to the terms of this Agreement and the Fee Letter.

Section 6.2 Conditions Precedent to All Credit Events. Each Credit Event shall be subject to the further conditions precedent that (a) Servicer shall have delivered to the Administrative Agent on or prior to the date of such Credit Event, in form and substance satisfactory to the Administrative Agent, all Daily Reports, Weekly Reports and Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; and (c) on the date of each such Credit Event, both before and immediately after giving effect to such Credit Event, the following statements shall be true (and acceptance of the proceeds of such Credit Event shall be deemed a representation and warranty by Seller that such statements are then true; provided, that if an Amortization Event or Potential Amortization Event shall exist as of the date of any Reinvestment and such Reinvestment automatically occurs in accordance with the terms of this Section 6.2, no Seller Party shall be deemed to have made a representation or warranty as to the absence of such Amortization Event or Potential Amortization Event):

(i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Credit Event as though made on and as of such date (unless such representation or warranty refers to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), except that the materiality standard in this clause (i) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on the absence of a Material Adverse Effect by its express terms;

(ii) no event has occurred and is continuing, or would result from such Credit Event, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Credit Event, that would constitute a Potential Amortization Event; and

(iii) (x) the Aggregate Capital plus the L/C Undrawn Amount does not exceed the Purchase Limit, (y) the L/C Obligations do not exceed the L/C Sublimit and (z) the Purchaser Interest does not exceed 100%.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

ARTICLE VII

COVENANTS

Section 7.1 Affirmative Covenants of the Seller Parties. Until the Final Payout Date, each Seller Party hereby covenants, as to itself, as set forth below:

(a) Financial Reporting. Such Seller Party will maintain, for itself and, in the case of Servicer, each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent):

(i) Annual Reporting. (A) Within ninety (90) days after the end of each fiscal year of Marathon, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Marathon and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (provided, that the requirements of this Section 7.1(a)(i)(A) with respect to the delivery of financial statements shall be deemed satisfied by publicly filing Marathon’s Form 10-K for such Fiscal Year with the SEC, and such financial statements shall be deemed to have been delivered to each Managing Agent and the Administrative Agent under this Section 7.1(a)(i)(A) on the date such Form 10-K has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto) and (B) within ninety (90) days after the end of each fiscal year of Seller, unaudited financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Seller for such fiscal year certified, in a manner reasonably acceptable to the Administrative Agent by an Authorized Officer of Seller.

(ii) Quarterly Reporting. (A) Within forty-five (45) days after the end of the first three (3) quarterly periods of each fiscal year of Marathon, its unaudited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its financial officers as presenting fairly, in all material respects, the financial condition and results of operation of Marathon and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (provided, that the requirements of this Section 7.1(a)(ii)(A) with respect to the delivery of financial statements shall be deemed satisfied by publicly filing Marathon’s Form 10-Q for such fiscal quarter with the SEC, and such financial statements shall be deemed to have been delivered to each Managing Agent the Administrative Agent under this Section 7.1(a)(ii)(A) on the date such Form 10-Q has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto) and (B) forty-five (45) days after the end of the first three (3) quarterly periods of each fiscal year of Seller, unaudited balance sheets of Seller as at the end of each such period and statements of income and retained earnings and a statement of cash flows for Seller for the period from the beginning of such fiscal year to the end of such quarter, all certified by an Authorized Officer of Seller.

(iii) Compliance Certificate. Together with the delivery of the financial statements required under Sections 7.1(a)(i) and (ii), a compliance certificate in substantially the form of Exhibit V signed by such Seller Party’s Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv) Shareholders Statements and Reports and SEC Filings. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Marathon with the SEC, or distributed by Marathon to its shareholders generally, as the case may (i) be (provided, that that the requirements of this clause (iv) shall be deemed satisfied by publicly filing such documents with the SEC, and such documents shall be deemed to have been delivered to the Administrative Agent under this clause (iv) on the date such documents have been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto).

(v) Copies of Notices. Promptly upon its receipt of any notice, request for consent, certification, report or other communication under or pursuant to any Transaction Document from any Person other than the Administrative Agent, any Managing Agent or any Purchaser, copies of the same.

(vi) Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables generally or of any material portion of the Receivables or decrease the credit quality of any newly created Receivables generally or of any material portion of such Receivables, requesting the Required Managing Agents’ consent thereto.

(vii) Other Information. Promptly, from time to time, such other information, documents, Records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party as the Administrative Agent or any Managing Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Managing Agents or the Purchasers under or as contemplated by this Agreement.

(b) Notices. Such Seller Party will notify the Administrative Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization Event, in each case of which any Authorized Officer of a Seller Party obtains knowledge, and a statement of an Authorized Officer of such Seller Party describing the nature of such occurrence and the actions, if any, being taken or to be taken in connection therewith.

(ii) Judgment and Proceedings. (A) (1) The entry of any judgment or decree against Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Servicer and its Subsidiaries exceeds $100,000,000 after deducting (a) the amount with respect to which Servicer or any such Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing, and (b) the amount for which Servicer or any such Subsidiary is otherwise indemnified, and (2) the institution of any litigation, arbitration proceeding or governmental proceeding against Servicer as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect.

(iv) Termination Date. The occurrence of the “Termination Date” under and as defined in the Receivables Sale Agreement or the “Termination Date” under and as defined in the Receivables Transfer Agreement.

(v) Defaults Under Other Agreements. The occurrence of an event of default or an event that with the passage of time or giving of notice would give rise to a payment default or acceleration of indebtedness under any other financing arrangement (in respect of, in the case of Servicer only, an amount in excess of $100,000,000) pursuant to which such Seller Party is a debtor or an obligor.

(vi) Downgrade of Marathon. Any downgrade in the rating of any Indebtedness of Marathon by S&P or by Moody’s, setting forth the Indebtedness affected and the nature of such change.

(vii) Revolving Credit Agreement. Any amendment, restatement, waiver of the occurrence of an “Event of Default” under, or replacement of the Revolving Credit Agreement, together with a copy of the same; provided, that the notice requirements of this Section 7.1(b)(vii) shall be deemed satisfied by publicly filing a special periodic report with the SEC describing such an amendment, restatement, waiver of the occurrence of an “Event of Default” under, or replacement of the Revolving Credit Agreement, and such notice shall be deemed to have been delivered to the Administrative Agent under this Section 7.1(b)(vii) on the date such special periodic report has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto).

(viii) Appointment of Independent Manager. The decision to appoint a new director or manager of Seller as the “Independent Manager” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager.”

(c) Compliance with Laws and Preservation of Existence. Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its limited liability company or limited partnership existence, as applicable, and its rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign limited liability company or limited partnership, as applicable, in each jurisdiction in which such qualification is necessary in view of its business and operations or the ownership of its properties; provided Servicer shall not be required to so preserve and maintain such rights, franchises and privileges or to remain so qualified if the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(d) Audits. Such Seller Party will furnish to the Administrative Agent from time to time such information with respect to it and the Receivables as the Administrative Agent may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Administrative Agent or any Managing Agent upon reasonable notice and subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, regulation or governmental guidelines, and at the sole cost of such Seller Party, permit the Administrative Agent, the Managing Agents or their respective agents or representatives (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and

the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller or Servicer having knowledge of such matters; provided, that at all times other than during the continuation of an Amortization Event, such Seller Party shall only be required to permit one (1) such visit during any calendar year and shall only be responsible for the cost of one (1) such visit during any calendar year; provided, further, that notwithstanding that no Amortization Event is then continuing, if (x) a visit previously conducted during any calendar year produced audit results that (A) were not reasonably satisfactory to the Administrative Agent, (B) were incomplete as a result of the failure of any Seller Party to furnish information reasonably requested by the Administrative Agent or (C) otherwise indicated the existence of any circumstance reasonably warranting additional investigation or (y) the Administrative Agent notifies such Seller Party of the existence of any circumstance reasonably warranting additional investigation, then such Seller Party shall permit one (1) additional visit during such calendar year. Information obtained during the course of an audit conducted pursuant to this Section 7.1(d) shall be subject to the provisions of Section 14.5.

(e) Keeping and Marking of Books and Records.

(i) Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate Records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, Records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, Records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Servicer will give the Administrative Agent (and the Administrative Agent shall forward such written notice to each Managing Agent) written notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii) Such Seller Party will on or prior to the date hereof, mark its master data processing Records and other books and records relating to the Purchaser Interest with a legend, acceptable to the Administrative Agent, describing the Purchaser Interest.

(f) Compliance with Contracts and Credit and Collection Policy. Such Seller Party will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g) Performance and Enforcement of Receivables Sale Agreement and Receivables Transfer Agreement. Seller will, and will require MPC LP, as Originator, to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement, will acquire Receivables thereunder in compliance with the terms thereof and will enforce the rights and remedies accorded to Seller under the Receivables Sale Agreement and to Seller (by assignment from MPC LP under the Receivables Sale Agreement) under the Receivables Transfer Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent, the Managing

Agents and the Purchasers as assignees of Seller) under the Receivables Sale Agreement or the Receivables Transfer Agreement as the Administrative Agent or any Managing Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement or the Receivables Transfer Agreement.

(h) Ownership. Seller will take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections acquired under the Receivables Sale Agreement irrevocably in Seller, free and clear of any Adverse Claims (other than (a) Permitted Liens and (b) Adverse Claims in favor of the Administrative Agent and the Purchasers), including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller therein as the Administrative Agent or any Managing Agent may reasonably request, and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims (other than (a) Permitted Liens and (b) Adverse Claims in favor of the Administrative Agent for the benefit of the Purchasers), including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Purchasers as the Administrative Agent or any Managing Agent may reasonably request.

(i) Purchasers’ Reliance. Seller acknowledges that the Administrative Agent, the Managing Agents and the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from any other Person. Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent, any Managing Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each Related Entity and not just a division of any Related Entity. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller will:

(A) conduct its own business in its own name and require that all full-time employees of Seller, if any, identify themselves as such and not as employees of any Related Entity (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as Seller’s employees);

(B) compensate all employees, consultants and agents directly, from Seller’s own funds, for services provided to Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of Seller is also an employee, consultant or agent of any Related Entity, allocate the compensation of such employee, consultant or agent between Seller and such Related Entity, on a basis that reflects the services rendered to Seller and such Related Entity;

(D) use stationery, invoices and checks separate from any other Person;

(E) conduct all transactions with each Related Entity (including, without limitation, any delegation of its obligations hereunder as Servicer) strictly on an arm’s length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between Seller and any Related Entity on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(F) at all times have a Board of Managers consisting of three (3) members, at least one (1) member of which is an Independent Manager;

(G) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the selection, maintenance or replacement of the Independent Manager, (B) the dissolution or liquidation of Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are duly authorized by unanimous vote of its Board of Managers (including the Independent Manager);

(H) maintain Seller’s books and records separate from those of any Related Entity and otherwise readily identifiable as its own assets rather than assets of any Related Entity;

(I) prepare its financial statements separately from those of each Related Entity and insure that any consolidated financial statements of any Related Entity that include Seller and that are filed with the SEC or any other governmental agency have notes clearly stating that Seller is a separate corporate entity and that its assets will be available first and foremost to satisfy the claims of the creditors of Seller;

(J) except as herein specifically otherwise provided, maintain the funds or other assets of Seller separate from, and not commingled with, those of any Related Entity and only maintain bank accounts or other depository accounts to which Seller alone is the account party, into which Seller (and Servicer on its behalf) alone makes deposits and from which Seller alone (or Servicer on its behalf and Administrative Agent hereunder) has the power to make withdrawals;

(K) pay all of Seller’s operating expenses from Seller’s own assets (except for certain payments by any Related Entity or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 7.1(i));

(L) except for the activities related to the Prior Receivables Facility which have been terminated, operate its business and activities such that: (i) it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by the Principal Transaction Documents and activities incidental thereto; and (ii) does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement, under the Fee Letter or as expressly contemplated hereby, (3) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement and the Subordinated Note, to make payment to MPC LP, as an Originator, thereunder for the purchase of Receivables from MPC LP under the Receivables Sale Agreement, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

(M) maintain its organizational documents in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its organizational documents in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; and (2) its operating agreement, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager for purposes of this Agreement and the condition precedent to giving effect to such replacement or appointment that Seller certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager”, and comply at all times with the terms of such organizational documents;

(N) perform its obligations under the Principal Transaction Documents to which it is a party (other than, with the consent of the applicable L/C Issuer, a Letter of Credit or Letter of Credit Application);

(O) maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary;

(P) maintain at all times the Required Capital Amount (as defined in the Receivables Sale Agreement) and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; and

(Q) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Jones Day, as counsel for Seller, in connection with the closing or initial Credit Event under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j) Collections. Such Seller Party will (1) direct all Obligors to remit Collections directly to a Lock-Box or a Collection Account, (2) cause all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (3) cause each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Administrative Agent, the Managing Agents and the Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement. Each Seller Party shall take all steps necessary to ensure that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) over each Collection Account and Lock-Box.

(k) Taxes. Servicer will, and will cause each of its Subsidiaries to, pay its Tax liabilities and other governmental obligations which, if unpaid, would reasonably be expected to result in an Adverse Claim upon any property of Servicer or such Subsidiary before the same shall become delinquent or in default, except to the extent that (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and Servicer or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make such payment would not reasonably be expected to result in a Material Adverse Effect. Seller will file all Tax returns and reports required by law to be filed by it and will promptly pay all Taxes and other governmental charges at any time owing. Seller will pay when due any Taxes payable in connection with the Receivables, exclusive of Taxes on or measured by income or gross receipts of Conduit Purchaser, the Administrative Agent or any Committed Purchaser.

(l) Insurance. Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, such casualty and liability insurance as Seller shall deem appropriate in its good faith business judgment.

(m) Payment to MPC LP, as Originator. With respect to any Receivable purchased by Seller from MPC LP, such sale shall be effected under, and in compliance with the terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to MPC LP in respect of the purchase price for such Receivable.

(n) Accounting. Such Seller Party shall treat the transactions contemplated by the Receivables Sale Agreement as sales and/or capital contributions and the transactions contemplated by the Receivables Transfer Agreement as sales, for all purposes, including, without limitation, accounting purposes, notwithstanding the fact that the consolidated financial statements of Marathon and Seller shall be prepared in accordance with GAAP and, as a result of the consolidation required by GAAP, the transfers will be reflected as a financing by Marathon in its consolidated financial statements, and such Seller Party agrees that (i) appropriate notations shall be made in any such consolidated financial statements (or in the accompanying notes) to indicate that Seller is a separate legal entity from Marathon and its Affiliates (other than Seller) and to indicate that the assets and credit of Seller are not available to satisfy the debts and obligations of Marathon and its Affiliates (other than Seller) and (ii) the assets of Seller shall be listed separately on any balance sheet of such Seller Party prepared on a standalone basis.

Section 7.2. Negative Covenants of the Seller Parties. Until the Final Payout Date, each Seller Party hereby covenants, as to itself, that:

(a) Name Change, Offices and Records. Seller will not make any change to its name (within the meaning of Sections 9-503 and 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization, become a “new debtor” (as defined in Section 9-102(a)(56) of any applicable enactment of the UCC) with respect to a currently effective security agreement previously entered into by any other Person, change its “location” (within the meaning of Section 9-307 of any applicable enactment of the UCC) or change the location where the majority of its books and Records are maintained unless, at least forty-five (45) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records, such Seller Party notifies the Administrative Agent and (except with respect to a change of location of books and records) delivers to the Administrative Agent (i) such financing statements (Forms UCC-1 and UCC-3) as the Administrative Agent may reasonably request to reflect such name change or change in type or jurisdiction of organization, (ii) if the Administrative Agent or any Managing Agent shall so request, an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent and such Managing Agent, as to such Seller Party’s valid existence and good standing and the perfection and priority of the Administrative Agent’s ownership or security interest in the Receivables, the Related Security and Collections, and (iii) such other documents and instruments as the Administrative Agent or any Managing Agent may reasonably request in connection therewith, and has taken all other steps to ensure that the Administrative Agent, for the benefit of itself and the Purchasers, continues to have a first priority, perfected ownership or security interest in the Receivables, the Related Security related thereto and any Collections thereon.

(b) Change in Payment Instructions to Obligors. Except as may be required by the Administrative Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a (a) Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written

notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that Servicer may make changes in instructions to Obligors regarding payments without notice to the Administrative Agent if such new instructions require such Obligor to make payments to another existing Collection Account or Lock-Box.

(c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party will not, and will not permit any Originator to, make any material change in or amendment to the Credit and Collection Policy that would be reasonably likely to adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables, except such change or amendment as to which the Administrative Agent and the Managing Agents have been notified and any necessary consents have been obtained in accordance with Section 7.1(a)(vi). Except as provided in Section 8.2(c), Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d) Sales, Liens. Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim (other than Permitted Liens) upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, in favor of the Administrative Agent and the Purchasers as provided for herein), and Seller will defend the right, title and interest of the Administrative Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory or the financing or lease of which gives rise to any Receivable.

(e) Net Receivables Balance. At no time prior to the Amortization Date shall Seller permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate Capital, plus (ii) the L/C Undrawn Amount, plus (iii) the Aggregate Reserves.

(f) Termination Date Determination. Seller will not designate the “Termination Date” (as defined in the Receivables Sale Agreement), or send any written notice to MPC LP in respect thereof, without the prior written consent of the Administrative Agent and the Required Managing Agents, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

(g) Restricted Junior Payments. After the occurrence and during the continuance of any Amortization Event or any Potential Amortization Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller would fail to meet its obligations set forth in Section 7.2(e).

(h) Changes to Principal Transaction Documents. In the case of Seller, except as otherwise permitted herein, it shall not terminate, amend, modify, waive any breach or default under or otherwise modify any Principal Transaction Document or grant any waiver, consent or indulgence thereunder without the prior written consent of (x) in the case of a Principal Transaction Document other than a Letter of Credit or Letter of Credit Application, the Administrative Agent and the Required Managing Agents or (y) in the case of a Letter of Credit or Letter of Credit Application, the applicable L/C Issuer.

(i) Limitation on Transactions with Affiliates. In the case of Seller, it shall not enter into, or be a party to any transaction with any of its Affiliates, except for: (i) the transactions contemplated hereby, by the Receivables Sale Agreement and by the other Transaction Documents; (ii) capital contributions by MPC LP to Seller which are in compliance with the Transaction Documents; (iii) Restricted Junior Payments which are in compliance with applicable law and this Agreement; and (iv) to the extent not otherwise prohibited under applicable law and this Agreement, other transactions permitted by its operating agreement in the nature of employment contracts, directors’ or manager’s fees and similar ordinary course items, upon fair and reasonable terms materially no less favorable to it than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate.

ARTICLE VIII

ADMINISTRATION AND COLLECTION

Section 8.1. Designation of Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 8.1. MPC LP is hereby designated as, and hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms of this Agreement. The Administrative Agent may, at any time after the occurrence and during the continuance of an Amortization Event, at the direction of the Required Managing Agents, designate as Servicer (i) any Person to succeed MPC LP or (ii) any successor to such Servicer that replaced MPC LP; provided, however, that in either case, no such Person shall be a Marathon Competitor.

(b) (i) Without the prior written consent of the Administrative Agent and the Required Managing Agents, MPC LP shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (A) Seller; (B) one or more Affiliates of MPC LP, upon written notice to the Administrative Agent and the Managing Agents; and (C) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. None of Seller of any such Affiliate shall be permitted to further delegate to any other Person any of the duties or responsibilities of Servicer so delegated to it by MPC LP.

(ii) If at any time the Administrative Agent shall designate as Servicer any Person other than MPC LP, all duties and responsibilities theretofore delegated by MPC LP to Seller or any such Affiliate may, at the discretion of the Administrative Agent, be terminated forthwith on notice given by the Administrative Agent to MPC LP and to Seller or such Affiliate, as applicable.

(c) Notwithstanding any delegation of MPC LP’s duties as Servicer pursuant to the foregoing subsection (b)(i), (i) MPC LP shall be and remain primarily liable to the Administrative Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of Servicer hereunder and (ii) the Administrative Agent and the Purchasers shall be entitled to deal exclusively with MPC LP in matters relating to the discharge by Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than MPC LP in order for communication to Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. MPC LP, at all times that it is Servicer, shall be responsible for providing any sub-servicer or other delegate of Servicer with any notice given to Servicer under this Agreement.

Section 8.2. Duties of Servicer. (a) Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. Servicer shall effect a Collection Account Agreement with each Collection Bank. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Administrative Agent may request that Servicer, and Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Seller and Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.

Servicer acknowledges and agrees that, notwithstanding the fact that the title of the Lock-Boxes and Collection Accounts may include the name of Marathon Petroleum Company LP as Servicer, Seller owns all right, title and interest in and to such Lock-Boxes and Collection Accounts and such Lock-Boxes and Collection Accounts are so titled for administrative convenience only.

(b) Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. Servicer shall set aside and hold in trust for the account of Seller and the Purchasers all Collections in accordance with Article II. Servicer shall, upon the request of the Administrative Agent after the occurrence and during the continuance of an Amortization Event at the direction of the Required Managing Agents, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of Servicer or Seller prior to the remittance thereof in accordance with Article II (which, for the avoidance of doubt, shall not include amounts subject to a Reinvestment). If Servicer shall be required to segregate

Collections pursuant to the preceding sentence, Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Purchasers on the second (2nd) Business Day following receipt by Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(c) Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the Administrative Agent, the Managing Agents or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, after the occurrence of the Amortization Date, the Administrative Agent shall have the absolute and unlimited right to direct Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(d) Servicer shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. Servicer shall, from time to time at the request of the Administrative Agent after (b) the occurrence and during the continuance of an Amortization Event at the direction of the Required Managing Agents, furnish to the Administrative Agent and the Managing Agents (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.

(e) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 8.3. Collection Notices. The Administrative Agent is authorized at any time after the occurrence and during the continuance of an Amortization Event and upon the written direction of the Required Managing Agents to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Administrative Agent for the benefit of the Purchasers, effective when the Administrative Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled after the occurrence and during the continuance of an Amortization Event to (i) endorse Seller’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than Seller.

Section 8.4. Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Administrative Agent, the Managing Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. None of the Administrative Agent, the Managing Agents or the Purchasers shall have any obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

Section 8.5. Reports.

(a) Servicer shall prepare and forward to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) during a Monthly Reporting Period, on each Monthly Settlement Date, a Monthly Report, (ii) during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or if such day is not a Business Day, on the next succeeding Business Day) (each such date the “Weekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that a Daily Report covering the first (1st) Business Day following a weekend or holiday or both shall also cover such weekend or holiday or both), in each case, certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and from time to time. In the event that Servicer is required to furnish any Weekly Report or Daily Report as provided herein, and if the last day of the week covered by such Weekly Report or if the day covered by such Daily Report, as applicable, occurs during the period commencing on the day of any calendar month when Crude Oil Receivables generated during the immediately preceding calendar month are payable and ending on the date of the following calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such following month are invoiced, then the computation of the Net Receivables Balance set forth in such Weekly Report or Daily Report, as applicable, shall include the aggregate amount of all Crude Oil Receivables for which invoices have not yet been issued but which would qualify as Eligible Receivables had an invoice been issued in respect thereof.

(b) If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, Servicer, the Managing Agents and the Administrative Agent shall negotiate in good faith to amend, in a manner acceptable to Servicer and the Required Managing Agents, the reporting obligations of Servicer to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment Servicer’s reporting obligations hereunder shall be determined by reference to the rating most recently in effect prior to such change or cessation.

Section 8.6. Servicing Fees. In consideration of MPC LP’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as MPC LP shall continue to perform as Servicer hereunder, Seller shall pay over to MPC LP a fee (the “Servicing Fee”) on each Monthly Settlement Date, in arrears for the immediately preceding month, equal to one percent (1.0%) per annum of the average aggregate Outstanding Balance of all Receivables during such period, as compensation for its servicing activities. Notwithstanding the foregoing, if Servicer is replaced by the Administrative Agent, the successor Servicer shall receive a servicing fee in an amount agreed upon by the Administrative Agent and the successor Servicer which reflects the then prevailing market rates for servicing similar portfolios of receivables (not to exceed one hundred ten percent (110%) of the aggregate reasonable costs and expenses incurred by such Person in connection with the performance of its obligations as Servicer hereunder).

ARTICLE IX

AMORTIZATION EVENTS

Section 9.1. Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:

(a) (i) Any Seller Party, any Originator or Marathon shall fail to make any payment or deposit required hereunder (including, without limitation, a payment under Section 1.5(n)(ii)) when due and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6, such failure continues for three (3) Business Days;

(ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; or

(iii) Any Seller Party, any Originator or Marathon shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business Days.

(b) Any representation or warranty made by any Seller Party, any Originator or Marathon in this Agreement, any other Transaction Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect in any material respect when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms).

(c) (i) Failure of Seller to pay any Indebtedness when due; or (ii) the failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full.

(d) (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d).

(e) Seller shall fail to comply with the terms of Section 2.6 hereof.

(f) As at the end of any calendar month:

(i) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.50%; or

(ii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or

(iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or

(iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00.

(g) (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller.

(h) (i) One or more final judgments for the payment of money in excess of $10,000 shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

(i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement.

(j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens.

(k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.

(l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii).

(m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time.

(n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.

(o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Section 9.2. Remedies Upon the occurrence and during the continuation of an Amortization Event, the Administrative Agent, upon the direction of the Required Managing Agents shall take any of the following actions: (i) replace the Person then acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the Purchasers’ interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent, the Managing Agents and the Purchasers otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE X

INDEMNIFICATION

Section 10.1. Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, any Managing Agent, any L/C Issuer, any Funding Source or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each Managing Agent, each Funding Source, each L/C Issuer and each Purchaser and their respective assigns, officers, directors,

agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs or expenses, for all amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser or an L/C Issuer of an interest in the Receivables, and (B) Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification or material breach by such Indemnified Party of the express terms of the Transaction Documents;

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the Purchases by the Administrative Agent, for the benefit of the Purchasers and L/C Issuers as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the Purchasers or the L/C Issuers to any Seller Party, any Originator or Marathon for amounts otherwise specifically provided to be paid by such Seller Party, any Originator or Marathon, as applicable, under the terms of this Agreement or any other Transaction Document. Without limiting the generality of the foregoing indemnification, but subject to the exclusions set forth in clauses (i) through (iii) above, Seller shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller or Servicer) relating to or resulting from:

(i) any representation or warranty made by any Seller Party, any Originator or Marathon (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other written information or report delivered by any such Person pursuant hereto or thereto, including, without limitation, the representations and warranties under Section 5.1(cc) hereof, which shall have been false or incorrect when made or deemed made;

(ii) the failure by Seller, Servicer, any Originator or Marathon to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii) any failure of Seller, Servicer, any Originator or Marathon to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of a Credit Event or draw under any Letter of Credit, the ownership of the Purchaser Interest or any other investigation, litigation or proceeding relating to Seller, Servicer, any Originator or Marathon in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix) any Amortization Event described in Section 9.1(d);

(x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from MPC LP, free and clear of any Adverse Claim (other than as created hereunder), or any failure of Seller to give reasonably equivalent value to MPC LP under the Receivables Sale Agreement in consideration of the transfer by MPC LP of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xi) any failure to vest and maintain vested in the Administrative Agent for the benefit of the Purchasers, or to transfer to the Administrative Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interest contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections and the Collection Accounts and Lock-Boxes, free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Credit Event or at any subsequent time;

(xiii) any action or omission (other than as expressly contemplated by this Agreement or any other Principal Transaction Document) by any Seller Party, any Originator or Marathon which reduces or impairs the rights of the Administrative Agent, the Managing Agents, the L/C Issuers or the Purchasers with respect to any Receivable or the value of any such Receivable;

(xiv) any attempt by any Person to void any Credit Event hereunder under statutory provisions or common law or equitable action;

(xv) the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included; or

(xvi) any Letter of Credit issued in connection herewith or the use of the proceeds thereof by the applicable beneficiary or any affiliate, agent, employee or assignee thereof. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT, IN WHOLE OR IN PART, CAUSED BY ANY NEGLIGENT ACT OR OMISSION OF ANY L/C ISSUER, ANY PURCHASER, THE ADMINISTRATIVE AGENT, ANY MANAGING AGENT OR THEIR RESPECTIVE AFFILIATES.

Section 10.2. Increased Cost and Reduced Return.

(a) If any Regulatory Change (i) subjects any Purchaser, any L/C Issuer or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or this Agreement or a Purchaser’s, L/C Issuer’s or Funding Source’s obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser, any L/C Issuer or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser, L/C Issuer or Funding Source or taxes excluded by Section 10.1) or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source, an L/C Issuer or a Purchaser, or credit extended by a Funding Source, an L/C Issuer or a Purchaser pursuant to a Funding Agreement or this

Agreement or (iii) imposes any other condition the result of which is to increase the cost to a Funding Source, an L/C Issuer or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source’s, an L/C Issuer’s or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source, an L/C Issuer or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, promptly upon presentation to Seller by the applicable Managing Agent of a certificate setting forth the basis for such determination in reasonable detail and the additional amounts reasonably determined by such Managing Agent to compensate such Funding Source, L/C Issuer or Purchaser, Seller shall pay to such Managing Agent, for the benefit of the relevant Funding Source, L/C Issuer or Purchaser the amount set forth on such certificate; provided, that (x) such Funding Source, L/C Issuer or Purchaser shall have applied consistent return metrics to other similarly situated borrowers or obligors (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased costs or reduced returns and (y) to the extent that any Funding Agreement described in this Section 10.2(a) covers facilities in addition to this Agreement, each Conduit Purchaser or Funding Source, as the case may be, shall allocate the liability for any such increased costs or reductions among Seller and other Persons with whom such Conduit Purchaser or Funding Source, as the case may be, has entered into agreements to purchase interests in or finance receivables and other financial assets (“Other Customers”), and Seller shall not be liable for any such increased costs or reductions that are attributable to any Other Customer. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) the compliance, whether commenced prior to or after the date hereof, by any Funding Source or Purchaser with the requirements of (a) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167 Capital Guidelines”) or (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 166/167 Capital Guidelines or the Dodd-Frank Wall Street Reform and Consumer Protection Act (whether or not having the force of law). Notwithstanding the foregoing, from and after the LCR Adoption Date, Seller shall not be liable for any increased costs or reductions relating to increased capital charges incurred by reason of a Person’s liquidity coverage ratio to any Purchase Group the Managing Agent of which has delivered a Delayed Purchase Notification or notice of its intent to exercise its delayed purchase option pursuant to Section 1.2(b) (which notice is effective and has not been revoked).

(b) The certificate of the applicable Purchaser, L/C Issuer or Funding Source setting forth the amount or amounts necessary to compensate such Purchaser, L/C Issuer or Funding Source pursuant to paragraph (a) of this Section 10.2 shall be conclusive absent manifest error.

(c) Failure or delay on the part of any L/C Issuer, Purchaser or Funding Source to demand compensation pursuant to this Section shall not constitute a waiver of such L/C Issuer’s, such Purchaser’s or such Funding Source’s right to demand such compensation; provided, that Seller shall not be required to compensate an L/C Issuer, Purchaser or Funding Source pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such L/C Issuer, Purchaser or Funding Source, as the case may be, notifies Seller in writing of the Regulatory Change giving rise to such increased costs or reductions and of such L/C Issuer’s, Purchaser’s or Funding Source’s intention to claim compensation therefor; provided, further, that if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(d) If any Purchaser, any L/C Issuer or any Funding Source has or anticipates having any claim for compensation from Seller pursuant to clause (iii) of the definition of Regulatory Change appearing in paragraph (a) of this Section 10.2, and such Purchaser, L/C Issuer or Funding Source reasonably determines, following consultation with Seller, that having the facility evidenced by this Agreement publicly rated by one credit rating agency would reduce the amount of such compensation by an amount deemed by such Purchaser or Funding Source to be material, such Purchaser or Funding Source (or the related Managing Agent) shall provide written notice to Seller and Servicer (a “Ratings Request”) that such Purchaser, L/C Issuer or Funding Source intends to request a public rating of the facility from one credit rating agency selected by such Purchaser, L/C Issuer or Funding Source and reasonably acceptable to Seller, of at least “AA’’ from S&P and “Aa2” from Moody’s, or the equivalent thereof from any other such credit rating agency (the “Required Rating”). Upon receipt of any such notice, Seller shall promptly notify such Purchaser, L/C Issuer or Funding Source either (x) that Seller has elected to pay the compensation giving rise to such request for a Required Rating and promptly thereafter pay such compensation to such Purchaser, L/C Issuer or Funding Source, as applicable, or (y) Seller has elected to, and thereafter Seller and Servicer shall, cooperate with such Purchaser’s, L/C Issuer’s or Funding Source’s efforts to obtain the Required Rating, and use commercially reasonable efforts to provide the applicable credit rating agency (either directly or through distribution to the Administrative Agent, such Purchaser, L/C Issuer or Funding Source or the related Managing Agent), any information (subject to the agreement of the credit rating agency to maintain the confidentiality of any information so provided which relates to any Obligor) requested by such credit rating agency for purposes of providing and monitoring the Required Rating; provided, that notwithstanding Seller’s election to cooperate in connection with obtaining the Required Ratings, neither failure to obtain the Required Rating nor failure to have the facility rated (if Seller has acted in good faith to attempt to obtain such rating) shall constitute an Amortization Event. The requesting Purchaser, L/C Issuer or Funding Source shall pay the initial fees payable to the credit rating agency for providing the rating and all ongoing fees payable to the credit rating agency for the continued monitoring of the rating. Nothing in this Section 10.2(d) shall preclude any Purchaser, L/C Issuer or Funding Source from demanding compensation from Seller pursuant to Section 10.2(a) hereof at any time and without regard to

whether the Required Rating shall have been obtained, or shall require any Purchaser, L/C Issuer or Funding Source to obtain any rating on the facility prior to demanding any such compensation from Seller; provided, however, in demanding such compensation the applicable Purchaser, L/C Issuer or Funding Source shall take into account and give effect to any reduction in amounts payable under Section 10.2(a) due to the Required Rating(s) having been obtained.

Section 10.3. Other Costs and Expenses. Seller shall pay to the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder (including any amendments, restatements, supplements or other modifications of the foregoing), including without limitation, the cost of Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees of the rating agencies, reasonable fees and out-of-pocket expenses of legal counsel for to the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers with respect thereto and with respect to advising to the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchasers as to their respective rights and remedies under this Agreement and the other Transaction Documents; provided, that in connection with the closing of the transactions contemplated hereby and the other Transaction Documents, Seller shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith. Seller shall pay to the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchaser on demand any and all costs and expenses of the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement, the other Transaction Documents and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

ARTICLE XI

THE ADMINISTRATIVE AGENT & THE MANAGING AGENTS

Section 11.1. Authorization and Action. Each Purchaser hereby designates and appoints (i) BTMU to act as its agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent or the Managing Agents.

In performing their functions and duties hereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers, if any, Committed Purchasers and L/C Issuer, if any, in its Purchase Group, and (iii) neither the Administrative Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any of such Seller Party’s successors or assigns. Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes the Administrative Agent or such Managing Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent and the Managing Agents hereunder shall terminate upon the Final Payout Date. Each Purchaser hereby authorizes the Administrative Agent to file each of the UCC financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Section 11.2. Delegation of Duties. The Administrative Agent and the Managing Agents may execute any of their respective duties under this Agreement and each other Transaction Document by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected and maintained by it with reasonable care.

Section 11.3. Exculpatory Provisions. None of the Administrative Agent, the Managing Agents or any of their respective directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers or any L/C Issuer for any recitals, statements, representations or warranties made by any Seller Party, any Originator or Marathon contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of any Seller Party, any Originator or Marathon to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. Neither the Administrative Agent nor any Managing Agent shall be under any obligation to any Purchaser or any L/C Issuer to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Seller Parties, the Originators or Marathon. Neither the Administrative Agent nor any Managing Agent shall be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Administrative Agent or such Managing Agent, as applicable, has received notice from Seller or a Purchaser. No Managing Agent shall have any responsibility hereunder to any Purchaser other than the Purchasers in its Purchase Group.

Section 11.4. Reliance by Administrative Agent.

(a) The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Managing Agents, the Required Managing Agents or all of the Purchasers, as applicable, as it deems appropriate and it shall first be indemnified to its satisfaction by the Purchasers, provided that unless and until the Administrative Agent shall have received such advice, the Administrative Agent may take or refrain from taking any action, as the Administrative Agent shall deem advisable and in the best interests of the Purchasers. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Managing Agents, the Required Managing Agents or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers.

(b) Each Managing Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts selected by such Managing Agent. Each Managing Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence or the Purchasers in its related Purchase Group, as it deems appropriate and it shall first be indemnified to its satisfaction by such Purchasers, provided that unless and until such Managing Agent shall have received such advice, such Managing Agent may take or refrain from taking any action, as such Managing Agent shall deem advisable and in the best interests of the Purchasers in its related Purchase Group. Each Managing Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Purchasers in its related Purchase Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all such Purchasers.

Section 11.5. Non-Reliance on Administrative Agent, Managing Agents, L/C Issuers and Other Purchasers. Each Purchaser expressly acknowledges that none of the Administrative Agent, the Managing Agents, L/C Issuers, other Purchasers or any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent, any Managing Agent, any L/C Issuer or any other Purchaser hereafter taken, including, without limitation, any review of the affairs of any Seller Party, any Originator or Marathon, shall be deemed to constitute any representation or warranty by the Administrative Agent, such Managing Agent, such L/C Issuer or such other Purchaser. Each Purchaser represents and warrants to the Administrative Agent, the Managing Agents, the L/C Issuer and the other Purchasers that it has and will, independently and without reliance upon the Administrative Agent, any Managing Agent, any L/C Issuer or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business,

operations, property, prospects, financial and other conditions and creditworthiness of Seller and the other Seller Parties, the Originators or Marathon and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.

Section 11.6. Reimbursement and Indemnification. The Committed Purchasers agree to reimburse and indemnify the Administrative Agent and each L/C Issuer, and the Committed Purchasers in each Purchase Group agree to reimburse the Managing Agent for such Purchase Group, and their respective officers, directors, employees, representatives and agents ratably according to their (a) Pro Rata Shares (in the case of any reimbursement and indemnity obligations owing to its Managing Agent) or (b) ratable shares of the Purchase Limit (in the case of any reimbursement and indemnity obligations owing to the Administrative Agent or the L/C Issuer), to the extent not paid or reimbursed by the Seller Parties, the Originators or Marathon (i) for any amounts for which the Administrative Agent, in its capacity as Administrative Agent, or such Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties, the Originators or Marathon hereunder or under any other Transaction Document, (ii) for any other expenses incurred by the Administrative Agent, in its capacity as Administrative Agent, or any Managing Agent, acting in its capacity as a Managing Agent, and acting on behalf of its related Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents, (iii) for any amounts for which any L/C Issuer, acting in its capacity as L/C Issuer, is entitled to reimbursement by the Seller Parties, the Originators or Marathon hereunder and (iv) to any L/C Issuer, for any other expenses incurred by the L/C Issuer, in its capacity as L/C Issuer, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Section 11.7. Administrative Agent in its Individual Capacity. The Administrative Agent, each Managing Agent and each of their respective Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Seller or any Affiliate of Seller as though it were not the Administrative Agent or a Managing Agent hereunder. With respect to the Purchases pursuant to this Agreement, the Administrative Agent and each Managing Agent shall have the same rights and powers under this Agreement in its individual capacity as any Purchaser and may exercise the same as though it were not the Administrative Agent or a Managing Agent, and the terms “Committed Purchaser”, “Purchaser”, “Committed Purchasers”, “L/C Issuer” and “Purchasers” shall include the Administrative Agent and each Managing Agent in its individual capacity.

Section 11.8. Successor Administrative Agent. The Administrative Agent may, upon thirty (30) days’ prior notice to Seller and the Managing Agents, and the Administrative Agent shall, upon the direction of all of the Purchasers (other than the Administrative Agent, in its individual capacity) resign as Administrative Agent. Each Managing Agent may, upon thirty (30) days’ prior notice to Seller, the Administrative Agent, the Purchasers in its Purchase Group, and each Managing Agent shall, upon the direction of all of the Purchasers in its Purchase Group (other than the Managing Agent, in its individual capacity), resign as a Managing Agent. If the Administrative Agent shall resign, then the Required Managing Agents during such thirty-day period shall appoint from among the Purchasers a successor Administrative Agent. If a Managing Agent shall resign, then the Purchasers in its Purchase Group shall appoint a successor managing agent during such thirty-day period. If for any reason no successor Administrative

Agent or Managing Agent is so appointed during such thirty-day period, then effective upon the termination of such thirty-day period, the Purchasers shall perform all of the duties of the Administrative Agent or the Purchasers in the applicable Purchase Group shall perform all of the duties of such Managing Agent, as applicable, hereunder and under the other Transaction Documents and Seller and Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Managing Agent’s or any Administrative Agent’s resignation hereunder as Managing Agent or Administrative Agent, the retiring Managing Agent or Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Managing Agent or Administrative Agent under this Agreement and under the other Transaction Documents.

Section 11.9. UCC Filings. The Purchasers, the L/C Issuers, the Managing Agents, the Seller and the Servicer expressly recognize and agree that the Administrative Agent may be listed as the assignee or secured party of record on, and the Managing Agents, the Purchasers, the L/C Issuers, expressly authorize the Administrative Agent to be their representative for the purposes of Section 9-503 of the UCC and named on the UCC financing statements required to be made hereunder and under the Transaction Documents in order to perfect the sale and assignment of undivided percentage ownership interests in the Receivables, the Related Security and Collections with respect thereto and all proceeds of the foregoing from the Seller to the Managing Agents, for the benefit of the Purchasers and the L/C Issuers, that such listing and/or execution shall be for administrative convenience only in creating a record or nominee owner to take certain actions hereunder on behalf of the Managing Agents, the Purchasers and the L/C Issuers or to execute UCC filings on behalf of the Managing Agents, the Purchasers and the L/C Issuers and that such listing and/or execution will not affect in any way the status of the Managing Agents, and the Purchasers and the L/C Issuers as the beneficial owners of, and secured parties with respect to, their respective undivided percentage ownership interests in the Receivables, the Related Security and Collections with respect thereto and all proceeds of the foregoing. In addition, such listing or execution shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI. In furtherance of the foregoing, each Managing Agent, Purchaser and L/C Issuer shall be entitled to enforce their respective rights created under this Agreement without the need to conduct such enforcement through the Administrative Agent except as provided herein.

ARTICLE XII

ASSIGNMENTS; PARTICIPATIONS

Section 12.1. Assignments. (a) The parties hereto hereby agree and consent to the complete or partial assignment by each Conduit Purchaser of all or any portion of its rights under, interest in, title to and obligations under this Agreement (i) to the Committed Purchasers pursuant to this Agreement or to a Funding Source pursuant to a Funding Agreement, (ii) to any other Purchaser, any Managing Agent or the Administrative Agent or any of their respective Affiliates (other than an issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes), (iii) to any other issuer of commercial paper

notes or other entity which obtains funds from such an issuer of commercial paper notes, which in either case (x) is sponsored or administered by the Managing Agent of such Conduit Purchaser’s Purchase Group or administered by any Affiliate of such Managing Agent and (y) has a short-term debt rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (iv) to any other Person with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, if an Amortization Event has occurred and is continuing, consent of Seller shall not be required for any such assignment pursuant to this clause (iv); provided, further, that in no event shall any Conduit Purchaser assign any of its rights, interests or obligations under this Agreement to a Marathon Competitor, and upon any such assignment, such Conduit Purchaser shall be released from its obligations so assigned. Further, Seller, Servicer, the Administrative Agent, the related Managing Agent and each related Committed Purchaser hereby agree that any assignee of a Conduit Purchaser of this Agreement or all or any of the interests of any Conduit Purchaser shall have all of the rights and benefits under this Agreement as if the term “Conduit Purchaser” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of any Conduit Purchaser hereunder. Neither Seller nor Servicer shall have the right to assign its rights or obligations under this Agreement (other than the delegation by Servicer of its duties or responsibilities as Servicer as permitted under and in accordance with Section 8.1(b)(i)).

(b) Any Committed Purchaser may at any time and from time to time assign to one or more Persons (“Purchasing Committed Purchasers”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such Purchasing Committed Purchaser and such selling Committed Purchaser; provided that Seller’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) shall be required for any such assignment unless: (i) such assignment is to any other Purchaser, any Managing Agent or the Administrative Agent or any of their respective Affiliates, (ii) such assignment is to any issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes, which in either case is sponsored or administered by the Managing Agent of such Committed Purchaser’s Purchase Group or administered by any Affiliate of such Managing Agent or (iii) an Amortization Event has occurred and is continuing; provided, further, that the consent of each L/C Issuer shall be required for any assignment by a Committed Purchaser of its Commitment or any portion thereof; provided, further, that in no event shall any Committed Purchaser assign any of its rights, interests or obligations under this Agreement to a Marathon Competitor. The consent of the Managing Agent and any L/C Issuer for such Committed Purchaser’s Purchase Group shall be required prior to the effectiveness of any such assignment. Each assignee of a Committed Purchaser must (i) have a short-term debt rating of “A-1” or better by S&P and “P-1” by Moody’s and (ii) agree to deliver to the Administrative Agent, promptly following any request therefor by the Administrative Agent or any Conduit Purchaser in its Purchase Group, an enforceability opinion in form and substance satisfactory to the Administrative Agent and such Conduit Purchaser. Upon delivery of the executed Assignment Agreement to the Administrative Agent and the related Managing Agent, such selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Committed Purchaser under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, the Purchasers, the Managing Agents or the Administrative Agent shall be required.

Section 12.2. Participations. Any Committed Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share of the Capital of the Committed Purchasers, its Commitment or any other interest of such Committed Purchaser hereunder. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Purchasers, the Managing Agents and the Administrative Agent shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i).

Section 12.3. Federal Reserve. Notwithstanding any provision herein to the contrary, any Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any interests in the Purchaser Interest and any rights to payment of Capital and Yield) under this Agreement to secure obligations of such Purchaser to a Federal Reserve Bank, without notice to or consent of any Seller Party, the Administrative Agent, any Managing Agent or any other Purchaser; provided that no such pledge or grant of a security interest shall release a Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser as a party hereto.

Section 12.4. Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or ceases to have a short-term debt rating of “A-1” or better by S&P or “P-1” or better by Moody’s (in the case of Fifth Third Bank, “A-2” or better by S&P or “P-2” or better by Moody’s) (iii) a Managing Agent delivers a Delayed Purchase Notification on behalf of its Purchase Group, or (iv) any Managing Agent or Purchaser fails to consent to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation fees), upon notice to the related Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaser, as applicable, if a Conduit Purchaser or Committed Purchaser accepts such assignment); provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already

a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such assigning Purchase Group shall have received payment of an amount equal to all outstanding Capital, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued fees and all other Aggregate Unpaids payable to it hereunder, from the assignee (to the extent of such outstanding Capital) or Seller (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to exist.

ARTICLE XIII

EXTENSION OF TERM; TERMINATING PURCHASE GROUPS

Section 13.1. Extension of Term; Terminating Purchase Groups. (a) Seller may, at any time during the period which is no more than ninety (90) days or less than sixty (60) days immediately preceding the Liquidity Termination Date (as such date may have previously been extended pursuant to this Section 13.1(a)), request that the then applicable Liquidity Termination Date (the “Scheduled Liquidity Termination Date”) be extended for up to 364 days. Any such request shall be in writing and delivered to the Administrative Agent and each Managing Agent, and shall be subject to the following conditions: (i) no Committed Purchaser shall have an obligation to extend the Liquidity Termination Date at any time, and (ii) any such extension with respect to any Committed Purchaser shall be effective only upon the written agreement of the Administrative Agent, the applicable Managing Agent, such Committed Purchaser, Seller and Servicer. Each Managing Agent shall respond to any such request on behalf of the Committed Purchasers in its Purchase Group no later than the fifteenth (15th) day prior to the Scheduled Liquidity Termination Date (the “Response Deadline”) and a failure by any Managing Agent to respond by the Response Deadline shall be deemed to be a rejection of the requested extension. In the event that at least one Committed Purchaser agrees to extend the Scheduled Liquidity Termination Date, the Seller Parties, the Administrative Agent, the extending Committed Purchasers, the applicable Managing Agent or Managing Agents and the applicable Conduit Purchaser or Conduit Purchasers shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, Conduit Purchasers and Managing Agents and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by Seller (provided, that Seller shall not, in connection with any such extension, be liable for the fees and expenses of more than one separate law firm at any one time for the Committed Purchasers, Conduit Purchasers, Managing Agents and the Administrative Agent collectively). In the event that any Committed Purchaser declines the request to extend the Liquidity Termination Date (each such Committed Purchaser being referred to herein as a “Terminating Committed Purchaser” and, together with its related Conduit Purchaser, being referred to herein as a “Terminating Purchaser”; the Purchase Group of each Terminating Purchaser being referred to herein as a “Terminating Purchase Group”), and the Commitment of such Terminating Committed Purchaser is not assigned to another Person in accordance with the terms of Article XII prior to the Scheduled Liquidity Termination Date, the Commitment of such Terminating Committed Purchaser shall automatically terminate on the Scheduled Liquidity Termination Date, and the Purchase Limit shall be reduced by an amount equal to each such Terminating Committed Purchaser’s Commitment on the Scheduled Liquidity Termination Date.

(b) Upon reduction to zero of the Capital of all interests in the Purchaser Interest of a Terminating Purchase Group (after application of Collections thereto pursuant to Sections 2.2 and 2.3) (i) all rights and obligations of the Managing Agent and Purchasers in such Terminating Purchase Group hereunder shall be terminated, (ii) such Terminating Purchase Group shall cease to be a “Purchase Group” hereunder and (iii) the related Terminating Committed Purchaser shall no longer be a “Committed Purchaser” hereunder; provided, however, that the provisions of Article X shall continue in effect for the benefit of the Managing Agent and of each Purchaser in such Terminating Purchase Group with respect to Capital held by such Purchasers prior to such termination.

ARTICLE XIV

MISCELLANEOUS

Section 14.1. Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Managing Agent, any L/C Issuer or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). Seller, Servicer, the Administrative Agent and the Required Managing Agents, may enter into written amendments, supplements, modifications or waivers of any provisions of this Agreement, provided, however, that no such amendment, supplement, modification or waiver shall:

(i) without the consent of each affected Purchaser, (A) extend the Liquidity Termination Date or the date of any payment or deposit of Collections by Seller or Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to any Managing Agent or the Administrative Agent for the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Committed Purchaser’s Pro Rata Share (except pursuant to Section 13.1) or any Committed Purchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Managing Agents or this Section l4.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Aggregate Reserves,” “Default Ratio,” “Delinquency Ratio,” “Dilution Ratio,” “Dilution Reserve,” “Eligible Receivable,” “Loss Reserve,” “Loss Percentage,” “Purchaser Interest,” “Turnover Ratio” or “Yield and Servicing Reserve”, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses or (I) release the lien of the Administrative Agent for the benefit of the Purchasers on all or substantially all of the Receivables; or

(ii) without the written consent of any L/C Issuer, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such L/C Issuer; or

(iii) without the written consent of the then Administrative Agent or any Managing Agent, as applicable, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent or Managing Agent.

Notwithstanding the foregoing, Seller, Servicer, the Administrative Agent and the Required Managing Agents may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, or any other provision of this Agreement without the consent of any L/C Issuer, provided that such amendment has no negative impact upon such L/C Issuer. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, Servicer, the Managing Agents, the L/C Issuers, the Purchasers and the Administrative Agent.

Section 14.2 Notices. Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including email, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on Schedule D hereto or at such other address, facsimile or telecopy number or email address as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by email or telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address set forth on Schedule D hereto or as otherwise specified pursuant to this Section 14.2. Seller hereby authorizes the Administrative Agent and each Managing Agent to effect purchases and each Managing Agent to make Tranche Period and Interest Rate selections based on telephonic notices made by any Person whom the Administrative Agent or such Managing Agent, as applicable, in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the Administrative Agent (and the Administrative Agent shall promptly forward such written confirmation to each Managing Agent) a written confirmation of each telephonic notice signed by an Authorized Officer of Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Administrative Agent or any Managing Agent, the records of the Administrative Agent or such Managing Agent, as applicable, shall govern absent manifest error.

Section 14.3 Setoff; Ratable Payments. (a) Right of Setoff. If an Amortization Event shall have occurred and be continuing, each Purchaser is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding Cash-Collateral which shall be applied in accordance with the terms of this Agreement only) at any

time held and other obligations at any time due and owing by such Purchaser to or for the credit or the account of Seller against any of and all the obligations of Seller now or hereafter existing under this Agreement held by such Purchaser, irrespective of whether or not such Purchaser shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Purchaser under this Section are in addition to other rights and remedies (including other rights of setoff) which such Purchaser may have. Each Purchaser agrees to promptly notify Seller and the Administrative Agent after any such setoff and application by such Purchaser.

(b) If any Purchaser or L/C Issuer, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser or such L/C Issuer (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Purchaser or other L/C Issuer, as applicable, entitled to receive a ratable share of such Aggregate Unpaids, each such Purchaser and L/C Issuer agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers or other L/C Issuers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser or L/C Issuer, as applicable, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 14.4 Protection of Ownership Interests of the Purchasers. (a) Each Seller Party agrees that from time to time, at Seller’s expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Administrative Agent or any Managing Agent may request, to perfect, protect or more fully evidence the Purchaser Interest, or to enable the Administrative Agent, the Managing Agents or the Purchasers to exercise and enforce their rights and remedies hereunder. At any time after the occurrence of the Amortization Date, the Administrative Agent shall, at the written direction of the Required Managing Agents, direct Seller or Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Seller or Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

(b) If any Seller Party fails to perform any of its obligations hereunder, the Administrative Agent, any Managing Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent’s, such Managing Agent’s or such Purchaser’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement

with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable. The Administrative Agent agrees that it shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.

Section 14.5 Confidentiality. (a) Each of the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) upon the request or demand of any regulatory authority having jurisdiction over such Administrative Agent, Managing Agent, L/C Issuer or Purchaser, as applicable, or its Affiliates (in which case such Person shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, (i) promptly notify Seller in advance of such disclosure, to the extent permitted by law, and (ii) so furnish only that portion of such information which the applicable Person is legally required to disclose), (c) to the extent required by any legal, judicial, administrative proceeding or other process or otherwise as required by applicable laws or regulations or by any subpoena or similar legal process (in which case such Administrative Agent, Managing Agent, L/C Issuer or Purchaser, as applicable, shall (i) promptly notify Seller in advance of such disclosure, to the extent permitted by law, and (ii) so furnish only that portion of such information which the applicable Person is legally required to disclose), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions no less restrictive than those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) to the rating agencies, any commercial paper dealer, providers of credit enhancement or liquidity to any Conduit Purchaser and any equity investor in any Conduit Purchasers, (h) to a nationally recognized statistical rating organization in compliance with Rule 17g-5 under the Exchange Act (or to any other rating agency in compliance with any similar rule or regulation in any relevant jurisdiction), (i) with the consent of Seller, or (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Managing Agent, any L/C Issuer or any Purchaser on a nonconfidential basis from a source other than a Seller Party or one of its Affiliates; provided, that (notwithstanding the foregoing) no such nonpublic information which contains projections or forecasts with respect to a Seller Party or any of its Affiliates shall be disclosed, disseminated or otherwise made available pursuant to clause (f) above. For the purposes of this Section, “Information” means all information received from Marathon or any of its Subsidiaries relating to Marathon or any of its Affiliates or their business, other than any such information that is available to the Administrative Agent, any Managing Agent, any L/C Issuer or any Purchaser on a nonconfidential basis prior to disclosure by Marathon or any of its Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b) Each Seller Party, each Managing Agent and each Purchaser shall maintain and shall cause each of its directors, officers, employees and agents to maintain the confidentiality of this Agreement, the Fee Letter, the other Transaction Documents and the other confidential or proprietary information with respect to the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchaser and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party, such Managing Agent, such L/C Issuer and such Purchaser and its officers and employees may disclose such information to such Seller Party’s, such Managing Agent’s, such L/C Issuer’s and such Purchaser’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding, and each Purchaser may disclose such information in accordance with the provisions of Section 14.5(a). Anything herein to the contrary notwithstanding, each Seller Party, each Purchaser, each Managing Agent, each L/C Issuer, the Administrative Agent, each Indemnified Party and any successor or assign of any of the foregoing (and each employee, representative or other agent of any of the foregoing) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are or have been provided to any of the foregoing relating to such tax treatment or tax structure, and it is hereby confirmed that each of the foregoing have been so authorized since the commencement of discussions regarding the transactions.

Section 14.6 Bankruptcy Petition. Seller, Servicer, the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchaser hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any Conduit Purchaser or, if applicable, any Related CP Issuer, it will not institute against, or join any other Person in instituting against, such Conduit Purchaser or any Related CP Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 14.7 Limited Recourse. Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Purchaser under this Agreement are solely the obligations of such Conduit Purchaser and shall be payable at such time as funds are received by or are available to such Conduit Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper and, if applicable, all obligations and liabilities of such Conduit Purchaser to any Related CP Issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Federal Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper.

No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Purchaser, the Administrative Agent, the Managing Agents, the L/C Issuers, the other Purchasers or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of such Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of such Conduit Purchaser, the Administrative Agent, the Managing Agents, the L/C Issuers, the other Purchasers or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them.

Section 14.8 Limitation of Liability. No claim may be made by any Seller Party or any other Person against the Administrative Agent, any Managing Agent, any Purchaser, any L/C Issuer, any Funding Source or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 14.9 CHOICE OF LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES).

Section 14.10 CONSENT TO JURISDICTION. (a) EACH SELLER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE

HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY MANAGING AGENT, ANY L/C ISSUER OR ANY PURCHASER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY SELLER PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b) EACH SELLER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.2. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 14.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 14.12 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V,

(ii) the indemnification and payment provisions of Article X, Article XI and Sections 14.5, 14.6, 14.7 and 14.8 shall be continuing and shall survive any termination of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).

Section 14.13 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic mail in .pdf format shall be effective as delivery of a manually executed counterpart of this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 14.14 Agent Roles. (a) Each of the Managing Agents, the L/C Issuers and the Purchasers acknowledges that BTMU acts, or may in the future act, (i) as Administrative Agent for the Purchasers, (ii) as Managing Agent for one or more Conduit Purchasers and Committed Purchasers in its Purchase Group, (iii) as administrative agent for any Conduit Purchaser or any Committed Purchaser, (iv) as issuing and paying agent for certain Commercial Paper, (v) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (vi) to provide other services from time to time for certain Conduit Purchaser and/or certain Committed Purchaser (collectively, the “BTMU Roles”). Without limiting the generality of this Section 14.14, each Committed Purchaser hereby acknowledges and consents to any and all BTMU Roles and agrees that in connection with any BTMU Role, BTMU may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for any such Conduit Purchaser.

(b) Managing Agent Institution Roles. Each of the Purchasers and L/C Issuers acknowledges that each Person that serves as a Managing Agent hereunder (a “Managing Agent Institution”) acts, or may in the future act, (i) as Managing Agent for one or more Conduit Purchasers and Committed Purchasers in its Purchase Group, (ii) as issuing and paying agent for each such Conduit Purchaser’s Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for each such Conduit Purchaser’s Commercial Paper and (iv) to provide other services from time to time for some or all of the Conduit Purchasers (collectively, the “Managing Agent Institution Roles”). Without limiting the generality of this Section 14.14(b), each Committed Purchaser hereby acknowledges and consents to any and all Managing Agent Institution Roles and agrees that in connection with any Managing Agent Institution Role, the applicable Managing Agent Institution may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for the related Conduit Purchaser.

Section 14.15 Characterization. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

(b) In addition to any ownership interest which the Administrative Agent, on behalf of the Purchasers, may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent, for the ratable benefit of the Purchasers and the other Indemnified Parties, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights, title, and interest in, to and under the Receivables Sale Agreement (including, without limitation, (a) all rights to indemnification arising thereunder, (b) all rights of MPC LP under the Receivables Transfer Agreement transferred to Seller pursuant to the Receivables Sale Agreement and (c) all UCC financing statements filed pursuant thereto), all amounts paid to Cash-Collateralize any Letter of Credit, all proceeds of any of the foregoing and all other assets in which the Administrative Agent has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder, prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

(c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Administrative Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Section 14.16 USA PATRIOT Act. Each Committed Purchaser that is subject to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) hereby notifies the Seller Parties that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies each Seller Party, which information includes the name and address of the each Seller Party and other information that will allow such Committed Purchaser to identify each Seller Party in accordance with the PATRIOT Act.

Section 14.17 Consent to Amendment of Receivables Sale Agreement and Performance Undertaking and Receivables Transfer Agreement. By its signature hereto, the Administrative Agent and each Managing Agent consents to the terms of (1) the Second Amended and Restated Receivables Sale Agreement of even date herewith between MPC LP, as seller and the Seller, as buyer, (2) the Performance Undertaking of even date herewith by Marathon in favor of the Seller and (3) the Amended and Restated Receivables Transfer Agreement of even date herewith between Marathon Canada, as seller and MPC LP, as buyer.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.


MPC TRADE RECEIVABLES COMPANY LLC, as Seller

By:	/s/ Timothy T. Griffith
	Name:	Timothy T. Griffith
	Title:	Vice President

MARATHON PETROLEUM COMPANY LP, as Servicer

By:	MPC Investment LLC, its general partner

By:	/s/ Timothy T. Griffith
	Name:	Timothy T. Griffith
	Title:	Vice President of Finance and Treasurer

Signature Page to Receivables Purchase Agreement