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Amended And Restated Crude Oil Supply Agreement

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Exhibit 10.1 PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. EXECUTION COPY Amended and Restated Crude Oil Supply Agreement dated as of December 31, 2007, between J. Aron & Company and Coffeyville Resources Refining & Marketing, LLC


Exhibit 10.1 AMENDED AND RESTATED
CRUDE OIL SUPPLY AGREEMENT This Amended and Restated Crude Oil Supply Agreement is made as of December 31, 2007 (the " Restatement Effective Date" ), between J. Aron & Company (" Supplier" ), a general partnership organized under the laws of New York and located at 85 Broad Street, New York, New York 10004, and Coffeyville Resources Refining & Marketing, LLC (" Coffeyville" ), a limited liability company registered under the laws of Delaware and located at 10 E. Cambridge Circle Dr., Kansas City, KS 66103 (each referred to individually as a " Party" or collectively as the " Parties" ). WHEREAS, Coffeyville and Supplier entered into a Crude Oil Supply Agreement, dated as of December 23, 2005, providing for Supplier to supply certain of the crude oil requirements of the Refinery, beginning on the Commencement Date and throughout the Term thereof (such agreement, as from time to time amended prior to the date hereof, the " Original Agreement" ); WHEREAS, as required under the Original Agreement, Coffeyville has, pursuant to two Temporary Assignments, temporarily assigned to Supplier, Coffeyville' s rights to utilize crude oil tankage at the Plains Marketing, L.P. Terminal in Cushing, Oklahoma; WHEREAS , Supplier and Coffeyville wish to amend certain of the provisions of the Original Agreement and to restate the Original Agreement, as so further amended, in its entirety, upon the terms and conditions set forth below; NOW , THEREFORE , in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Supplier and Coffeyville do hereby agree as follows: ARTICLE 1
DEFINITIONS AND CONSTRUCTION 1.1 Definitions . For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below: " Adequate Assurance" has the meaning specified in Section 11.3(a) . " Affected Party" has the meaning specified in Section 15.1 . " Affected Sale Contracts" has the meaning specified in Section 15.3 . " Affiliate" means, in relation to any Person, any entity controlled, directly or indirectly, by such Person, any entity that controls, directly or indirectly, such Person, or any entity directly or indirectly under common control with such Person. For this purpose, " control" of any entity


or Person means ownership of a majority of the issued shares or voting power or control in fact of the entity or Person. " Agreement" or " this Agreement" means this Amended and Restated Crude Oil Supply Agreement, as may be amended, modified, supplemented, extended, renewed or restated from time to time in accordance with the terms hereof, including the Exhibits hereto. " Ancillary Costs" means all Crude Oil Purchase Costs other than Supply Costs and Transportation Costs, including insurance (if not already covered by Transportation Costs), charges imposed by a Governmental Authority, inspection fees, transfer taxes, and LC costs paid by Supplier for letters of credit, if any, posted by Supplier to the extent required with respect to any transactions contemplated by this Agreement; provided that Ancillary Costs shall be denominated (and Coffeyville shall reimburse such Ancillary Costs) in the currency in which such costs are incurred by Supplier. " Applicable Law" means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either Party or the subject matter of this Agreement. " Bankrupt" means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor' s rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the foregoing events; or (x) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events. " Bankruptcy Code" means chapter 11 of Title 11, U.S. Code. " Barrel" means forty-two (42) net U.S. gallons, measured at 60b0 F. " Base Interest Rate" means the lesser of LIBOR and the maximum rate of interest permitted by Applicable Law.

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" Broome Station" means the pump station owned by CRCT located near Caney, Kansas, approximately 22 miles west of the Refinery where the Plains pipeline delivers crude oil into the CRCT pipeline. " Business Day" means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York. " Canadian Crude" means Crude Oil originating in Canada, acquired by Supplier in Canada on behalf of Coffeyville pursuant to this Agreement and transported on the Spearhead Pipeline to Cushing, Oklahoma pursuant to Coffeyville' s existing contractually committed space on the Spearhead Pipeline of (***) Barrels per day as such amount may be adjusted downward by Spearhead Pipeline from time to time or by such other means; and in such volumes in excess of (***) Barrels per day as Supplier and Coffeyville may, from time to time, mutually agree. " Canadian Procurement Agreements" means any sourcing, procurement or purchasing agreements or arrangements that Supplier enters into in order to obtain Canadian Crude that it intends to deliver under any Sale Contract relating to Canadian Crude, which may be entered into specifically in connection with and at the time of the execution of a Sale Contract or separately from and following the execution of a Sale Contract. " Catastrophic Loss" means any loss resulting from a spill of Crude Oil from any vessel chartered pursuant to this Agreement. " Closing Date" means the " Closing Date" as defined under the Original Agreement. " Coffeyville" has the meaning specified in the preamble to this Agreement. " Commencement Date" has the meaning specified in Section 3.1. " Confirmation" means a written communication confirming the terms of a Purchase Contract between Supplier and a third party Counterparty, for the sale of Crude Oil containing, at a minimum, the following terms: price, volume, quality, point of delivery to Supplier, date of delivery to Supplier, identity of Counterparty and terms for non-performance. " Contracted Volumes" means, at any time and from time to time on and after the Closing Date, the aggregate volumes of Crude Oil that are to be purchased or sold under Purchase Contracts or Sale Contracts and are yet to be delivered to Coffeyville. " Counterparty" has the meaning specified in Section 4.3(b) . " CPT" means the prevailing time in the Central time zone. " CRCT" means Coffeyville Resources Crude Transportation, LLC.

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" CRCT Pipeline" means the 16 inch crude oil pipeline operated by CRCT between Broome Station and the Refinery. " Crude Oil" means all crude oil that Supplier purchases and sells to Coffeyville or for which Supplier assumes the payment obligation pursuant to this Agreement. For clarity, unless otherwise set forth herein, Crude Oil does not include Gathered Crude. " Crude Oil Gains and Losses" means any difference (positive or negative) for a stated period between the volume of Crude Oil purchased by Supplier from one or more Counterparties and the corresponding volume that is actually delivered to Coffeyville at the Delivery Point, which results from in-transit gains and losses, including any spill, but excluding any Catastrophic Loss. " Crude Oil Purchase Costs" has the meaning specified in Section 6.1 . " Current Exposure" means, as of any time, the aggregate Supply Cost for all Crude Oil that has been delivered by Supplier to Coffeyville hereunder that remains unpaid as of such time, plus all other amounts invoiced under Section 7.3 that remain unpaid as of such time, plus the positive or negative mark-to-market exposure (as determined by Supplier in a commercially reasonable manner) with respect to all Sales Contracts and Spread Adjustments that at such time are outstanding. " Current WTI Price" means, for any Invoice Date, the most recently announced settlement price for the NYMEX WTI Futures Contract for the nearby delivery month. " Cut-Off Date" means, for any calendar month, the day on which the NYMEX WTI Futures Contract for the prompt month ceases trading. " Daily Carrying Value" has the meaning specified in Exhibit E . " Daily Invoice" has the meaning specified in Section 7.3(a). " Default Interest Rate" means the lesser of (i) the per annum rate of interest calculated on a daily basis using the prime rate published in the Wall Street Journal for the applicable day (with the rate for any day for which such rate is not published being the rate most recently published) plus two hundred (200) basis points and (ii) the maximum rate of interest permitted by Applicable Law. " Defaulting Party" has the meaning specified in Section 17.2(a) . " Delivery Point" means the outlet flange of the meter at the connection between the Plains Pipeline System and the pipeline connection at Broome Station where the Crude Oil is withdrawn and pumped into the CRCT Pipeline. " Designated Affiliate" means (i) in the case of Supplier, Goldman, Sachs & Co. or Goldman Sachs Capital Markets, L.P. and (ii) in the case of Coffeyville, Coffeyville Resources, LLC.

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" Eligible Forms of Assurance" has the meaning specified in Section 11.3(b) . " Environmental Law" means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials. " Event of Default" means an occurrence of the events or circumstances described in Section 17.1 . " Expiration Date" has the meaning specified in Section 3.1 . " Extension Term" has the meaning specified in Section 3.2 . " Fixed Supply Service Fee" means (i) for all Barrels other than Related Barrels or Plains Barrels, a fee of (***) per Barrel of Crude Oil, (ii) for Related Barrels, a fee of (***) per Related Barrel of Crude Oil and (iii) for Plains Barrels, a fee of (***) per Plains Barrel of Crude Oil, in each case payable by Coffeyville to Supplier pursuant to Section 8.1 . " Forbearance Period" has the meaning specified in Section 17.3(a) . " Force Majeure" means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty could be settled by acceding to any demands of any such labor group of individuals and whether or not involving employees of Coffeyville or Supplier); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of, explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to avoid or overcome. Solely for purposes of this definition, the failure of any Counterparty to deliver Crude Oil pursuant to any Purchase Contract, whether as a result of Force Majeure as defined above, breach of contract by such Counterparty or any other reason, shall constitute an event of Force Majeure for Supplier with respect to the related Sale Contract or Contracts.

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" Gathered Crude" has the meaning specified in Section 4.1 . " Governmental Authority" means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any person purporting to act therefor. " Indemnified Party" has the meaning specified in Section 19.3 . " Indemnifying Party" has the meaning specified in Section 19.3 . " Initial Term" has the meaning specified in Section 3.1 . " Inventories" means the Crude Oil inventories that Supplier owns in connection with the purchase of Crude Oil for supply to Coffeyville, wherever located, including in the Terminal, in a Pipeline System or loaded upon vessels. " LC" means a standby letter of credit in the form of Exhibit D hereto or in such other form and substance reasonably satisfactory to Supplier, in favor of Supplier, issued or confirmed by banks reasonably acceptable to Supplier. " Liabilities" means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, " Costs" ) of any kind (including reasonable attorneys' fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law. " LIBOR" means, as of the date of any determination, the London Interbank Offered Rate for one-month U.S. dollar deposits appearing on Page 3750 of the Telerate screen (or any successor page) at approximately 11:00 a.m. (London time). If such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), LIBOR shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as Supplier may select or, in the absence of such availability, by reference to the rate at which Supplier is offered one-month U.S. dollar deposits at or about 11:00 a.m. (London time) in any interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted. LIBOR shall be established on the first day on which a determination of the interest rate is to be made under this Agreement and shall be adjusted daily based on the one-month LIBOR quotes made available through the foregoing sources. " Liquidated Amount" has the meaning specified in Section 17.2(b) . " Margin Interest Rate" means LIBOR " Master Agreement" has the meaning specified in the definition of Specified Transactions.

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" Maximum Volume" means 110,000 net Barrels per day. " Monthly Delivery Schedule" means a document that describes the various grades and volumes of Crude Oil to be processed on a daily basis by Coffeyville during a particular month. " Monthly True-Up Payment" has the meaning specified in Section 7.3(b) . " Net Canadian Barrels" means, for any Canadian Procurement Agreement for which the quantity to be delivered is sourced by Supplier in Canada, the volume reported on the Enbridge Pipeline Inc. monthly " Shipper Balance Position Summary Report" under the heading " receipt quantity for applicable month" that is attributable to that Canadian Procurement Agreement. " Net Carrying Cost" has the meaning specified in Section 8.2(b) . " Net Carrying Value" has the meaning specified in Section 8.2(b) . " Non-Affected Party" has the meaning specified in Section 15.1 . " Non-Defaulting Party" has the meaning specified in Section 17.2(a) . " NYMEX" means the New York Mercantile Exchange. " NYMEX WTI Futures Contract" means the futures contract traded on the NYMEX providing for the purchase and sale of WTI for delivery at Cushing, Oklahoma. " Party" or " Parties" has the meaning specified in the preamble to this Agreement. " Person" means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity. " Pipeline Operator" means the entity that schedules and tracks Crude Oil in a Pipeline System. " Pipeline System" means the Seaway Pipeline System, the Plains Pipeline System or any other pipeline that may be used to transport Crude Oil to the Plains Tankage or to the Refinery. " Plains" means Plains Pipeline, L.P. " Plains Barrels" has the meaning specified in Section 8.1(d). " Plains Marketing" means Plains Marketing, L.P. " Plains Pipeline System" means the crude oil pipeline transportation system and related facilities located between Cushing, Oklahoma and Broome Station that are owned and operated

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by Plains, including the pipeline, injection stations, breakout storage tanks, crude oil receiving and delivery facilities and any associated or adjacent facility. " Plains Tankage" means the tanks for storage and throughput of Crude Oil owned and operated by Plains Marketing at the Terminal in connection with which Plains Marketing provides crude oil storage, blending and terminaling services for Coffeyville pursuant to the Terminalling Agreements. " Potential Event of Default" means any Event of Default, which with notice or the passage of time, would constitute an Event of Default. " Provisional Payment" means, for any quantity of Crude Oil reflected in a Daily Invoice, an amount equal to such quantity multiplied by the Provisional Price for such quantity. " Provisional Price" means, for any quantity of Crude Oil reflected in a Daily Invoice, an amount equal to the Current WTI Price for the relevant Invoice Date, plus or minus any per Barrel differential that is an element of the Supply Price under the Purchase Contract relating to that quantity of Crude Oil. " Purchase Contract" has the meaning specified in Section 4.3(b) . " Refinery" means the petroleum refinery located in Coffeyville, Kansas and all of the related facilities owned and operated by Coffeyville in or near Coffeyville, Kansas, including the processing, storage, receiving, loading and delivery facilities, piping and related facilities, together with existing or future modifications or additions, and any associated or adjacent facility that is used by Coffeyville to carry out the terms of this Agreement. " Related Barrels" has the meaning specified in Section 8.1 . " Related Sale Contract" has the meaning specified in Section 8.1 . " Sale Confirmation" has the meaning specified in Section 4.4(b) . " Sale Contract" has the meaning specified in Section 4.3(e) . " Seaway" means the Seaway Crude Pipeline Company. " Seaway Pipeline System" means the crude oil pipeline transportation system and related facilities located between Seaway Crude Pipeline' s wharfage facilities, Freeport, Texas, and Cushing, Oklahoma that are owned by Seaway Crude Pipeline Company and operated by TEPPCO Crude Pipeline, L.P., including the pipeline, injection stations, breakout storage tanks, crude oil receiving and delivery facilities and any associated or adjacent facility. " Services" means the supply and sale by Supplier to Coffeyville of Crude Oil for processing at the Refinery and such other services that may be rendered by Supplier as described in this Agreement.

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" Settlement Amount" has the meaning specified in Section 17.2(a) . " Shortfall Amount" has the meaning specified in Section 10.1(e) . " Specified Indebtedness" means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) of Coffeyville in respect of borrowed money. " Specified Indebtedness Event of Default" means an Event of Default of the type referred to in Section 17.1(i) . " Specified Transaction" means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Supplier (or any Designated Affiliate of Supplier) and Coffeyville (or any Designated Affiliate of Coffeyville) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation; provided that, without limiting the generality of the foregoing, Specified Transaction shall include any " Transaction" that is subject to the ISDA Master Agreement, dated as of June 24, 2005, between Supplier and Coffeyville Resources, LLC, including any confirmations subject thereto (collectively, the " Master Agreement" ). " Specified Transaction Event of Default" means an Event of Default of the type referred to in Section 17.1(e) . " Spread Adjustment" means (***) " Spread Quotation" means, in response to a request by Coffeyville, the terms quoted by Supplier upon which it is prepared to execute a specific Spread Adjustment.

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" Supplemental Service Fee" means a fee (i) with respect to the first (***) Barrels of Canadian Crude for any day, in an amount of (***) per Barrel of Canadian Crude and (ii) with respect to any Barrels of Canadian Crude in excess of (***) for any day, in such amount per Barrel of Canadian Crude as the Parties may, from time to time, mutually agree. " Supplier" has the meaning specified in the preamble to this Agreement. " Supply Cost" has the meaning specified in Section 7.2 . " Tax" or " Taxes" has the meaning specified in Section 13.1 . " Temporary Assignment" means any of the agreements among Supplier, Coffeyville and Plains Marketing, pursuant to which any Terminalling Agreement is temporarily assigned by Coffeyville to Supplier in accordance with the terms of the Temporary Assignment, substantially in the form attached hereto as Exhibit A . " Term" means the Initial Term and any Extension Term. " Terminal" means the crude oil storage terminal and related facilities located in Cushing, Oklahoma that is owned and operated by Plains Marketing. " Terminalling Agreements" means the Amended and Restated Terminalling Agreement, dated as of October 15, 2007, between Plains Marketing and Coffeyville and the Terminalling Agreement, dated as of October 15, 2007, in each case, as the same may from time to time be amended, modified, extended and restated. " Termination Amount" means, without duplication, the total net amount owed by one Party to the other Party upon termination of this Agreement under Section 18.1 . " Termination Date" has the meaning specified in Section 18.1 . " Trade Date" means the date upon which Supplier and a Counterparty have entered into a binding Purchase Contract as contemplated by Section 4.3(d), which shall also be the " Trade Date" with respect to the corresponding Sale Contract entered into by Supplier and Coffeyville pursuant to Section 4.3(e). " Transportation Costs" means all ocean freight expenses and other expenses associated with waterborne movements, lighter costs, importation costs, shipping insurance, and pipeline/terminalling charges. " Transaction Guidelines" has the meaning specified in Section 4.3(b) . " Undrawn LCs" means, as of any date, the aggregate amount that Supplier may draw as of such date under all outstanding LCs then held by Supplier as credit support for the performance of Coffeyville' s obligations hereunder; provided that, for purposes of this definition, the available amount under any LC that expires 30 days or less after such date shall be deemed to be zero.

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" WTI" means West Texas Intermediate crude oil and any crude oil meeting the specifications of the NYMEX WTI futures contract for delivery at Cushing, Oklahoma. 1.2 Construction of Agreement . (a) Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of this Agreement and all Exhibits are incorporated herein. (b) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement. (c) Unless expressly provided otherwise, the word " including" as used herein does not limit the preceding words or terms and shall be read to be followed by the words " without limitation" or words having similar import. (d) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively. (e) Unless expressly provided otherwise, references herein to " consent" mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned. (f) A reference to any Party to this Agreement or another agreement or document includes the Party' s permitted successors and assigns. (g) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender. (h) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time. (i) The words " hereof," " herein" and " hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular p
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