Common use of Manner of Payment Clause in Contracts

Manner of Payment. Upon notice by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for applied to repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice by the Relevant Asset Owner Subject to the Related Refinery OwnerSection 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Related Refinery Owner and Borrower shall select the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency paid and shall promptly thereafter provide notify the Related Refinery Owner with evidence Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such payment. Until such time as selection not later than 12:00 p.m., New York City time, three (3) Business Days before the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion scheduled date of such Taxes attributable repayment; provided that, each repayment of Borrowings within a Class shall be applied to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued repay or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment prepay any outstanding ABR Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount Class before any other Borrowings of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the Related Refinery Owner shall cooperate order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice by the Relevant Asset Owner Subject to the Related Refinery OwnerSection 2.09(d), prior to any repayment or prepayment of any Borrowings hereunder, the Related Refinery Owner and applicable Borrower shall select the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency paid and shall promptly thereafter provide notify the Related Refinery Owner with evidence Administrative Agent by telecopy or e-mail of such payment. Until such time as selection not later than 12:00 p.m., New York City time, three Business Days before the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion scheduled date of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Lawrepayment. If the Relevant Asset Owner contests repayment or prepayment is denominated in Dollars and the Class to be repaid or prepaid is specified (or if no Class is specified and there is only one Class of Loans with Borrowings in Dollars outstanding), such items then Borrower shall repay or prepay any outstanding ABR Borrowings of such Class made to such Borrower pro rata and thereafter repay or prepay the Related Refinery Owner shall cooperate remaining Borrowings within such Class made to such Borrower in the order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first). If the repayment or prepayment is denominated in Dollars and the Class to be repaid or prepaid is not specified, such Borrower shall repay or prepay pro rata between any outstanding ABR Borrowings made to such contesting Borrower of the validity Dollar Lenders and the Multicurrency Lenders, and thereafter repay or amount of any prepay the remaining Borrowings made to such Taxes or Borrower denominated in Dollars in the valuation order of the Taxable Assetsremaining duration of their respective Interest Periods (the Borrowings with the shortest remaining Interest Period to be repaid or prepaid first). Taxes for If the first and last years repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of such Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), such Borrower may, at its option, repay or prepay any outstanding Borrowings made to such Borrower in such Currency ratably among just the Multicurrency Lenders in the order of the Applicable Term remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first), and, if after such payment, the balance of the Borrowings made to such Borrower denominated in such Currency is zero, then if there are any remaining proceeds, such Borrower shall repay or prepay the Loans made to such Borrower (or provide cover for outstanding Letters of Credit issued on behalf of such Borrower as contemplated by Section 2.04(k)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure with respect to such Borrower in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Borrowing of a Class shall be prorated between applied ratably to the Related Refinery Owner and the Relevant Asset Owner based on the portions Loans of such years that are coincident with the applicable tax years and for which each of them is responsibleClass included in such Borrowing.

Manner of Payment. Upon The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile) of any repayment or prepayment hereunder (i) in the Relevant Asset Owner case of repayment or prepayment of a LIBO Rate Borrowing with an Interest Period not expiring on the date of payment, not later than 1:00 p.m. (New York time) three Business Days before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Borrowing with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to be repaid or prepaid; provided that, if a notice of repayment or prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 1.7. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the Related Refinery Owner, Loans included in the Related Refinery Owner repaid or prepaid Borrowing. Repayments and the Relevant Asset Owner prepayments shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date accompanied by (A) accrued interest to the extent allowed required by Applicable Law). During the Applicable Term but subject Section 1.10 and (B) any payments due pursuant to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law2.9. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding Base Rate Borrowings and, second, to other Borrowings in the Related Refinery Owner shall cooperate order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall shortest remaining Interest Period to be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblerepaid first).

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings of a Class shall be applied to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile) of any repayment or prepayment hereunder (i) in the Relevant Asset Owner case of repayment or prepayment of a LIBO Rate Borrowing with an Interest Period not expiring on the date of payment, not later than 2:00 p.m. (New York time) one Business Day before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Borrowing with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to be repaid or prepaid; provided that, if a notice of repayment or prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 1.7. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the Loans included in such Borrowing of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the Related Refinery Owner, Loans included in the Related Refinery Owner repaid or prepaid Borrowing. Repayments and the Relevant Asset Owner prepayments shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date accompanied by (A) accrued interest to the extent allowed required by Applicable Law). During the Applicable Term but subject Section 1.10 and (B) any payments due pursuant to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law2.9. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding Base Rate Borrowings and, second, to other Borrowings in the Related Refinery Owner shall cooperate order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall shortest remaining Interest Period to be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblerepaid first).

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by electronic communication of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings within a Class shall be applied to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings and second, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such contesting outstanding ABR Borrowings of the validity Dollar Lenders and the Multicurrency Lenders, and thereafter repay or amount of any such Taxes or prepay the valuation remaining Borrowings denominated in Dollars in the order of the Taxable Assetsremaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. Taxes for If the first and last years repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Applicable Term shall be prorated between Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Related Refinery Owner and Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Relevant Asset Owner based on Multicurrency Lenders in the portions order of the remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for applied to repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class of Commitment is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class of Commitment, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or amount prepaid first). Each payment of any a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Taxes Pro-Rata Borrowing. Other than in connection with a reduction or termination of commitments pursuant to Section 2.08(b) or (f), the valuation occurrence of the Taxable AssetsMaturity Date with respect to any Lender pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment of a Borrowing to Lenders of a Class shall be applied ratably (with respect to Extended Loans and Non-Extended Loans) to the Loans of such Class included in such Borrowing. Taxes for If the first repayment or prepayment amount is denominated in Dollars and last years the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Applicable Term shall be prorated between the Related Refinery Owner Dollar Lenders and the Relevant Asset Owner based on Multicurrency Lenders, and thereafter repay or prepay the portions remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon Prior to any repayment of any Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be paid and shall notify Administrative Agent of such selection in writing signed by Borrower (which signed written notice by the Relevant Asset Owner may be delivered via facsimile or email transmission to the Related Refinery Ownernumbers and/or email addresses set forth in Section 2.03) not later than 11:00 a.m., New York City time, three (3) Business Days before the Related Refinery Owner scheduled date of such repayment in the case of a Eurodollar Borrowing and one (1) Business Day before the Relevant Asset Owner shall use commercially reasonable efforts to cause scheduled date of such repayment in the Taxable Assets to be separately assessed for purposes case of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but a Base Rate Borrowing; provided that, subject to the provisions of this Section 6.2Article VIII, each repayment of Borrowings shall be applied to repay any outstanding Base Rate Borrowings of Borrower before any other Borrowings of Borrower. If Borrower fails to make a timely selection of the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets Borrowing or Borrowings to be separately assessed as provided aboverepaid or prepaid, such payment shall be applied, first, to pay any outstanding Base Rate Borrowings of Borrower and, second, to other Borrowings of Borrower in the Relevant Asset Owner shall reimburse order of the Related Refinery Owner, upon request, for any such Taxes paid by remaining duration of their respective Interest Periods (the Related Refinery Owner to Borrowing with the applicable taxing authorities (such reimbursement shortest remaining Interest Period to be based upon repaid first). Each payment of a Borrowing shall be applied first to repay any Swingline Loan, as applicable, second, to repay any outstanding Revolving Loans (other than any Swingline Loan) without reduction of Revolving Loan Commitments, and third, to repay the mutual agreement Term Loan. Whenever any payment due hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the first Business Day thereafter. All such payments shall be made irrespective of, and without any deduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the collection or enforcement thereof, including attorneys’ fees and court costs. All payments (other than the initial funding of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given Loan) by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes any Lender shall be prima facie evidence made to Administrative Agent not later than 11:00 a.m. New York City time on the day such payment is due, to Administrative Agent for the account of the existence, payment, nonpayment and amount of Lenders by deposit to such Taxes. The Relevant Asset Owner account as Administrative Agent may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (designate by written notice to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleBorrower.

Manner of Payment. Upon notice (a) For the purpose of estimating the Common Operating Expenses during each subsequent year after the Base Year, prior to each December 31st during the Lease Term Landlord shall estimate the amount of Common Operating Expenses and Tenant’s Proportionate Share of Common Operating Expenses for the ensuing calendar year or, if applicable, remaining portion thereof and notify Tenant in writing of such estimate. Such estimate shall be made by Landlord in the Relevant Asset Owner exercise of its sole discretion and not subject to arbitration. (b) On or before April 30th during the Related Refinery OwnerLease Term, or as soon thereafter as reasonably practical, Landlord shall give Tenant a Statement (“Statement”) showing Tenant the Related Refinery Owner and amount of actual Common Operating Expenses for the Relevant Asset Owner previous calendar year. Delay by Landlord in providing to Tenant any Statement shall use commercially reasonable efforts not relieve Tenant from the obligation to cause pay any Expense increase upon the Taxable Assets rendering of such Statement. If Tenant’s Proportionate Share of Common Operating Expenses for such calendar year proves to be separately assessed greater than the estimated amount, Landlord shall invoice Tenant for purposes of Taxes the deficiency as soon as reasonably practicable following after the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions amount of this Section 6.2underpayment has been determined, the Relevant Asset Owner and Tenant shall pay all Taxes assessed directly against the Taxable Assets directly such deficiency to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence Landlord within fifteen (15) days following its receipt of such paymentinvoice. Until If, however, Tenant’s Proportionate Share of Common Operating Expenses for such time as calendar year is lower than the Related Refinery Owner and estimated amount, Tenant shall receive a credit toward the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement next ensuing monthly payment or payments of the Related Refinery Owner and the Relevant Asset Owner as to the portion estimated amount of such Taxes attributable to the Taxable Assets), subject to the terms Tenant’s Proportionate Share of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and Common Operating Expenses in an amount of such Taxes. The Relevant Asset Owner may contest overpayment until depleted, provided however that (i) in no event shall Tenant’s Proportionate Share of Common Operating Expenses be deemed to be less than zero, and (ii) in the validity event of the expiration or other termination of this Lease, Tenant shall be refunded such overpayment as soon as practicable thereafter after the amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleoverpayment has been determined.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than 12:00 p.m., New York City time, three (3) Business Days before the Relevant Asset Owner scheduled date of such repayment; provided that, each repayment of Borrowings within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Revolving Dollar Loans and Revolving Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably (with respect to (x) 2027 Term Loans and 2028 Term Loans, (y) 2027 Revolving Dollar Loans and 2028 Revolving Dollar Loans or (z) 2027 Revolving Multicurrency Loans and 2028 Revolving Multicurrency Loans, as the case may be) to the Related Refinery OwnerLoans of such Class included in such Borrowing, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (unless, in each case to the extent allowed by Applicable Law). During applicable, such payment is made in connection with the Applicable Term but subject to the provisions reduction of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith Commitments in accordance with Applicable LawSection 2.08(b) or Section 2.08(g), a mandatory prepayment pursuant to Section 2.10(d) or an extension or reallocation pursuant to Section 2.22, in which case such payment shall be applied in accordance with Section 2.08(d), Section 2.08(g), Section 2.10(d) or Section 2.22, as applicable). If the Relevant Asset Owner contests repayment or prepayment amount is denominated in Dollars and the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such items then amount pro rata between any outstanding ABR Borrowings of the Related Refinery Owner shall cooperate Revolving Dollar Lenders and the Revolving Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the Relevant Asset Owner shortest remaining Interest Period. If the repayment or prepayment is denominated in any such contesting an Agreed Foreign Currency (including as a result of the validity Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or amount of prepay any outstanding Borrowings in such Taxes or Currency ratably among just the valuation Revolving Multicurrency Lenders in the order of the Taxable Assets. Taxes for remaining duration of their respective Interest Periods, commencing with such Borrowings with the first and last years shortest remaining Interest Period, and, if after such payment, the balance of the Applicable Term Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall be prorated repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the Related Refinery Owner and order of the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and for which each of them is responsibleshortest remaining Interest Period.

Manner of Payment. Upon notice by the Relevant Asset Owner Prior to the Related Refinery Ownerany repayment or prepayment of any Borrowings hereunder, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets)Borrower shall, subject to the terms requirements of this Section 6.2. The certificate issued 2.08, select the Borrowing or given Borrowings to be paid and shall notify the Administrative Agent by the appropriate officials authorized telephone (confirmed by telecopy or designated by law to issue or give the same or to receive payment e-mail) of such Taxes shall be prima facie evidence of selection not later than the existence, payment, nonpayment and amount time set forth in Section 2.08(f) prior to the scheduled date of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Lawrepayment. If the Relevant Asset Owner contests repayment or prepayment is denominated in Dollars and the Class to be repaid or prepaid is specified (or if no Class is specified and there is only one Class of Loans with Borrowings in Dollars outstanding), the Borrower shall repay or prepay any outstanding ABR Borrowings of such items then Class pro rata and thereafter repay or prepay the Related Refinery Owner shall cooperate remaining Borrowings within such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first). If the repayment or prepayment is denominated in Dollars and the Class to be repaid or prepaid is not specified (or the Pro-Rata Borrowings are specified), the Borrower shall repay or prepay ABR Borrowings that are Pro-Rata Borrowings, pro rata between any such contesting outstanding ABR Borrowings of the validity Dollar Lenders and the Multicurrency Lenders and thereafter repay or amount of any such Taxes or prepay the valuation remaining Pro-Rata Borrowings in the order of the Taxable Assetsremaining duration of their respective Interest Periods (the Borrowings with the shortest remaining Interest Period to be repaid first). Taxes for If the first and last years repayment or prepayment is denominated in a particular Agreed Foreign Currency, the Borrower shall repay or prepay any remaining Borrowings in such Agreed Foreign Currency in the order of the Applicable Term remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Pro-Rata Borrowing shall be prorated applied ratably between the Related Refinery Owner Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Relevant Asset Owner based on the portions Loans of such years that are coincident with the applicable tax years and for which each of them is responsibleClass included in such Borrowing (except as otherwise provided in Section 2.11(b)).

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings within ato any Lenders of a Class shall be applied to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class of Commitment is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class of Commitment, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or amount prepaid first). Each payment of any a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Taxes Pro-Rata Borrowing. EachOther than in connection with a reduction or termination of commitments pursuant to Section 2.08(b) or (f), the valuation occurrence of the Taxable AssetsMaturity Date with respect to any Lender pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment of a Borrowing to Lenders of a Class shall be applied ratably (both with respect to (x) Dollar Loans and Multicurrency Loans and (y) Extended Loans and Non-Extended Loans) to the Loans of such Class included in such Borrowing. Taxes for If the first repayment or prepayment amount is denominated in Dollars and last years the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Applicable Term shall be prorated between the Related Refinery Owner Dollar Lenders and the Relevant Asset Owner based on Multicurrency Lenders, and thereafter repay or prepay the portions remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Ownerscheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Related Refinery Owner and Borrower fails to make a timely selection of the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (repaid or prepaid, such payment shall be applied to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give repay Borrowings in the same or to receive payment of such Taxes shall be prima facie evidence of Currency and, solely in the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount case of any such Taxes or the valuation payment in Dollars, first, to pay any outstanding ABR Borrowings of the Taxable Assets applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Other than in connection with a reduction or termination of Commitments or prepayment of Loans pursuant to Section 2.08(f), the occurrence of the Final Maturity Date with respect to any Lender pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment of a Syndicated Borrowing to Lenders of a Class shall be applied ratably (both with respect to (x) Dollar Loans and Multicurrency Loans and (y) Extended Loans and Non-Extended Loans) to the extent Loans included in such Borrowing. Notwithstanding any other provision to the contrary in this Agreement, if an Event of them may be separately issued)Default has occurred and is continuing, at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting payment or repayment of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term Loans shall be prorated between the Related Refinery Owner made and the Relevant Asset Owner applied ratably (based on the portions aggregate Dollar Equivalents of the outstanding principal amounts of such years that are coincident with the applicable tax years Loans) between Dollar Loans, Multicurrency Loans and for which each to Cash Collateralize Letters of them is responsibleCredit.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than 12:00 p.m., New York City time, three (3) Business Days before the Relevant Asset Owner scheduled date of such repayment; provided that, each repayment of Borrowings within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Revolving Dollar Loans and Revolving Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably (with respect to (x) 2027 Term Loans and 2028 Term Loans, (y) 2027 Revolving Dollar Loans and 2028 Revolving Dollar Loans or (z) 2027 Revolving Multicurrency Loans and 2028 Revolving Multicurrency Loans, as the case may be) to the Related Refinery OwnerLoans of such Class included in such Borrowing, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (unless, in each case to the extent allowed by Applicable Law). During applicable, such payment is made in connection with the Applicable Term but subject to the provisions reduction of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith Commitments in accordance with Applicable LawSection 2.08(b) or Section 2.08(g), a mandatory prepayment pursuant to Section 2.10(d) or an extension or reallocation pursuant to Section 2.22, in which case such payment shall be applied in accordance with Section 2.08(d), Section 2.08(g), Section 2.10(d) or Section 2.22, as applicable). If the Relevant Asset Owner contests repayment or prepayment amount is denominated in Dollars and the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such items then amount pro rata between any outstanding ABR Borrowings of the Related Refinery Owner shall cooperate Revolving Dollar Lenders and the Revolving Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the Relevant Asset Owner shortest remaining Interest Period. If the repayment or prepayment is denominated in any such contesting an Agreed Foreign Currency (including as a result of the validity Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or amount of prepay any outstanding Borrowings in such Taxes or Currency ratably among just the valuation Revolving Multicurrency Lenders in the order of the Taxable Assets. Taxes for remaining duration of their respective Interest Periods, commencing with such Borrowings with the first and last years shortest remaining Interest Period, and, if after such payment, the balance of the Applicable Term Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall be prorated repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the Related Refinery Owner and order of the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and for which each of them is responsible.shortest remaining Interest Period. [[60731336359722]]

Manner of Payment. Upon (i) The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile or electronic mail) of any repayment or prepayment hereunder (i) in the case of repayment or prepayment of a LIBO Rate Loan with an Interest Period not expiring on the date of payment, not later than 1:00 p.m. (New York time) three Business Days before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Loan with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Loan, not later than 1:00 p.m. (New York time) on the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to be repaid or prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the Loan included in the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.9 and (B) any payments due pursuant to Section 2.8. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding Base Rate Loan and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (ii) The Borrower shall make each payment required to be made by them hereunder (whether of principal, interest or fees) or under any other Loan Document (except to the extent otherwise provided therein) prior to 1:00 p.m. (New York time) (unless otherwise specified in this Agreement), on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Loan is to be made by any Lender on a date the Borrower are to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 2.4. or paid by the Relevant Asset Owner Borrower to the Related Refinery OwnerAdministrative Agent pursuant to this paragraph, as the Related Refinery Owner and case may be. Any amounts received after such time on any date may, in the Relevant Asset Owner shall use commercially reasonable efforts discretion of the Administrative Agent, be deemed to cause have been received on the Taxable Assets to be separately assessed next succeeding Business Day for purposes of Taxes calculating interest thereon. All such payments shall be wired to the Administrative Agent at the Contact Office, ABA 000-000-000 for the Administrative Agent’s Account No. 90- 000-000, Ref: TE/TOUSA Mezzanine LLC, except as soon as reasonably practicable otherwise expressly provided in the relevant Loan Document, and except that payments pursuant to Sections 2.15, 2.17, 2.18 and 9.14 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the Commencement Date date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as otherwise provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes therein) shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted made in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleDollars.

Manner of Payment. Upon notice a. At the time of each deferral election pursuant to Section 4 b. or 4 c., the Employee may elect to have amounts credited to his/her Account pursuant to such election paid to the Employee in either of the following forms of payment: (1) a single lump sum; or (2) annual or semi-annual installments over a period of fifteen (15) years or less, (3) as elected by the Relevant Asset Owner Employee at the time of the election to defer such compensation. b. In the event that the Employee does not make a valid election of the form of payment at the time of a deferral election, payments from the Deferred Compensation Account of amounts with respect to such deferral election shall be made in the form of a single lump sum. Notwithstanding the foregoing, if the Employee does not make a valid form of payment election with respect to the Related Refinery OwnerEmployee’s deferral election relating to any calendar year beginning on or after January 1, 2009, such form of payment election shall be deemed to be the same as the Employee’s most recently filed form of payment election, if any, for deferrals made by the Employee in any preceding calendar year. c. The first installment payment referred to herein, shall be paid on the first day of the month next following Employee’s Separation from Service. If the Employee dies or incurs a Disability while in the employment of MGE, installment payments elected to be made to the Employee or the Employee’s designated beneficiary, as applicable, shall commence on the first day of a month selected by the Committee, but not later than 90 days after the Employee’s death or Disability, as applicable. Any lump sum payment shall be paid as promptly as possible following the event giving rise to such payment under this Agreement. d. Wherever installment payments are referred to or provided for in this Agreement, interest on the unpaid balance from time to time outstanding in the Deferred Compensation Account, shall continue to accrue and be credited as provided for in Section 4 d. of this Agreement. e. Notwithstanding any provision of this Agreement to the contrary, if on the date of the Employee’s Separation from Service, the Related Refinery Owner Employee is a “specified employee” within the meaning of Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), payments made with respect to amounts deferred under this Agreement [on or after January 1, 2005], shall begin on the first business day of the seventh full month following the date of the Employee’s Separation from Service (with interest credited through such business day on such deferred amounts in accordance with Section 4 d.). In the case of installment payments, the first such deferred payment described in the preceding sentence shall include the aggregate amount (and applicable interest) that, but for this subsection e, would have been paid to the Employee during the period between the Employee’s Separation from Service and the Relevant Asset Owner date on which the payments begin pursuant to this subsection e. This subsection e. shall use commercially reasonable efforts not apply to cause payments on account of the Taxable Assets to be separately assessed Employee’s death or Disability. [In addition, amounts deferred under the Grandfathered Agreement on or before December 31, 2004 are considered “grandfathered” for purposes of Taxes as soon as reasonably practicable following Section 409A of the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but Code, and, accordingly are not subject to the provisions of restrictions described in this Section 6.2, subsection e as set forth in the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleGrandfathered Agreement.]

Manner of Payment. Upon notice by the Relevant Asset Owner Subject to the Related Refinery OwnerSection 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Related Refinery Owner and Borrower shall select the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency paid and shall promptly thereafter provide notify the Related Refinery Owner with evidence Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such payment. Until such time as selection not later than 12:00 p.m., New York City time, three (3) Business Days before the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion scheduled date of such Taxes attributable repayment; provided that, each repayment of Borrowings within a Class shall be applied to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued repay or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment prepay any outstanding ABR Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount Class before any other Borrowings of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the Related Refinery Owner shall cooperate order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice by the Relevant Asset Owner Prior to the Related Refinery Ownerany repayment or prepayment hereunder, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets)Borrower shall, subject to the terms requirements of this Section 6.2. The certificate issued 2.08, select the Borrowing or given Borrowings to be paid and shall notify the Administrative Agent by the appropriate officials authorized telephone (confirmed by telecopy or designated by law to issue or give the same or to receive payment e-mail) of such Taxes shall be prima facie evidence of selection not later than the existence, payment, nonpayment and amount time set forth in Section 2.08(f) prior to the scheduled date of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Lawrepayment. If the Relevant Asset Owner contests repayment or prepayment is denominated in Dollars and the Class to be repaid or prepaid is specified (or if no Class is specified and there is only one Class of Loans with Borrowings in Dollars outstanding), the Borrower shall repay or prepay any outstanding ABR Borrowings of such items then Class pro rata and thereafter repay or prepay the Related Refinery Owner shall cooperate remaining Borrowings within such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first). If the repayment or prepayment is denominated in Dollars and the Class to be repaid or prepaid is not specified (or the Pro-Rata Borrowings are specified), the Borrower shall repay or prepay ABR Borrowings that are Pro-Rata Borrowings, pro rata between any such contesting outstanding ABR Borrowings of the validity Dollar Lenders and the Multicurrency Lenders and thereafter repay or amount of any such Taxes or prepay the valuation remaining Pro-Rata Borrowings in the order of the Taxable Assetsremaining duration of their respective Interest Periods (the Borrowings with the shortest remaining Interest Period to be repaid first). Taxes for If the first and last years repayment or prepayment is denominated in a particular Agreed Foreign Currency, the Borrower shall repay or prepay any remaining Borrowings in such Agreed Foreign Currency in the order of the Applicable Term remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Pro-Rata Borrowing shall be prorated applied ratably between the Related Refinery Owner Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Relevant Asset Owner based on the portions Loans of such years that are coincident with the applicable tax years and for which each of them is responsibleClass included in such Borrowing (except as otherwise provided in Section 2.11(b)).

Manner of Payment. Upon notice Each payment (including scheduled repayments described in Article 3) by the Relevant Asset Owner Borrower on account of the principal of or interest on the Revolving Credit Loans and the Term Loans, and each payment of any fee, commission or other amounts payable to the Related Refinery OwnerLenders under this Agreement or any Revolving Credit Note or Term Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Agent for the account of the Lenders ratably in accordance with their respective (i) Revolving Credit Commitment Percentages in the case of payments with respect to the Revolving Credit Loans, and (ii) Term Loan Percentages in the case of payments with respect to the Term Loans, at the Agent's Office, in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Agent of each such payment, the Related Refinery Owner and Agent shall credit each Lender's account with its ratable share of such payment in accordance with such Lender's (i) Revolving Credit Commitment Percentage in the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes case of Taxes as soon as reasonably practicable following the Commencement Date (payments with respect to the extent allowed by Applicable Law). During Revolving Credit Loans, and (ii) Term Loan Percentage in the Applicable Term but subject case of payments with respect to the provisions of this Section 6.2Term Loans, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement wire advice of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxescredit to each Lender. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (Subject to the extent definition of Interest Period contained herein, if any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in payment under this Agreement or any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term Note shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based specified to be made upon a day which is not a Business Day, it shall be made on the portions next succeeding day which is a Business Day and such extension of such years that are coincident with time shall, except in the applicable tax years and for which each case of them is responsiblea scheduled interest payment, be included in computing interest.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by electronic communication of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings within a Class shall be applied to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile) of any repayment or prepayment hereunder (i) in the Relevant Asset Owner case of repayment or prepayment of a LIBO Rate Borrowing with an Interest Period not expiring on the date of payment, not later than 1:00 p.m. (New York time) three Business Days before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Borrowing with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to be repaid or prepaid; provided that, if a notice of repayment or prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 1.7. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the Related Refinery Owner, Loans included in the Related Refinery Owner repaid or prepaid Borrowing. Repayments and the Relevant Asset Owner prepayments shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date accompanied by (A) accrued interest to the extent allowed required by Applicable Law). During the Applicable Term but subject Section 1.10 and (B) any payments due pursuant to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law2.9. If the Relevant Asset Owner contests Borrowers fail to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding Base Rate Borrowings and, second, to other Borrowings in the Related Refinery Owner shall cooperate order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall shortest remaining Interest Period to be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblerepaid first).

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than 12:00 p.m., New York City time, three (3) Business Days before the Relevant Asset Owner scheduled date of such repayment; provided that, each repayment of Borrowings within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Revolving Dollar Loans and Revolving Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably (with respect to (x) 2027 Term Loans and 2029 Term Loans, (y) 2027 Revolving Dollar Loans and 2029 Revolving Dollar Loans or (z) 2027 Revolving Multicurrency Loans and 2029 Revolving Multicurrency Loans, as the case may be) to the Related Refinery OwnerLoans of such Class included in such Borrowing, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (unless, in each case to the extent allowed by Applicable Law). During applicable, such payment is made in connection with the Applicable Term but subject to the provisions reduction of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith Commitments in accordance with Applicable LawSection 2.08(b) or Section 2.08(g), a mandatory prepayment pursuant to Section 2.10(d) or an extension or reallocation pursuant to Section 2.22, in which case such payment shall be applied in accordance with Section 2.08(d), Section 2.08(g), Section 2.10(d) or Section 2.22, as applicable. If the Relevant Asset Owner contests repayment or prepayment amount is denominated in Dollars and the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such items then amount pro rata between any outstanding ABR Borrowings of the Related Refinery Owner shall cooperate Revolving Dollar Lenders and the Revolving Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the Relevant Asset Owner shortest remaining Interest Period. If the repayment or prepayment is [[6423235v.9]] denominated in any such contesting an Agreed Foreign Currency (including as a result of the validity Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or amount of prepay any outstanding Borrowings in such Taxes or Currency ratably among just the valuation Revolving Multicurrency Lenders in the order of the Taxable Assets. Taxes for remaining duration of their respective Interest Periods, commencing with such Borrowings with the first and last years shortest remaining Interest Period, and, if after such payment, the balance of the Applicable Term Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall be prorated repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the Related Refinery Owner and order of the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and for which each of them is responsibleshortest remaining Interest Period.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings within a Class shall be applied to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the 748405650 Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice (a) On each Payment Date (other than (x) during the Amortization Period or (y) when an Event of Default has occurred and is continuing, where, in each case, clause (b) below shall apply), payments shall be made by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (Agent to the extent allowed by Applicable Law). During of the Applicable Term but subject Available Amounts on deposit in the Collateral Account and, with respect to clause (iv) only, the Reserve Account, in the following order of priority: (i) on a pro rata basis to (x) East West Bank, any fees required to be paid with respect to the provisions of this Section 6.2Collateral Account, the Relevant Asset Owner shall pay all Taxes assessed directly against Reserve Account and/or the Taxable Assets directly Operating Account, including any unpaid fees with respect to the applicable taxing authority Collateral Account, the Reserve Account and/or the Operating Account, that remain unpaid with respect to one or more prior Payment Dates, including without limitation any accrued and unpaid wire transfer fees or other banking fees, (y) Custodian, the Custodian Fee and any unpaid expenses and indemnities due and owing to delinquency the Custodian, including any such unpaid Custodian Fee, and shall promptly thereafter provide any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates and (z) Securities Custodian, the Related Refinery Owner Securities Custodian Fee and any unpaid expenses and indemnities due and owing to the Securities Custodian, including any such unpaid Securities Custodian Fee, and any expenses and indemnities that remain unpaid with evidence respect to one or more prior Payment Dates; (ii) to Borrower, for application or distribution as may be agreed between Borrower and Investment Manager, the Investment Management Fee and any Investment Manager Reimbursable Expenses; (iii) to Agent, any accrued and unpaid costs, fees, expenses and indemnities relating to the Indebtedness; (iv) to Agent, for the benefit of Lenders, all accrued and unpaid Interest Amount and Unused Fees; (v) to Agent, for deposit into the Reserve Account in an amount required to meet the Required Reserve Amount; (vi) to Agent, for the benefit of Lenders, amounts necessary (if any) required to cure any Borrowing Base Deficiency as of such payment. Until such time as Payment Date; (vii) if a Cash Trapping Event has occurred and is continuing, an amount equal to 50% of the Related Refinery Owner and Available Amounts remaining after payment of amounts set forth in clauses (i) through (vi) above shall, at the Relevant Asset Owner can cause the Taxable Assets Borrower’s discretion either (x) to be separately assessed remitted to the Agent, for deposit into the Reserve Account or (y) used to repay the outstanding principal balance of the Loan; provided that the amounts used as provided described in clauses (x) and (y) shall be deemed to be a Maintenance Payment and may not be re-borrowed until the Cash Trapping Event is cured; and (viii) any remaining amounts after payment of amounts set forth in clauses (i) through (vii) above, to Borrower. (b) On each Payment Date (x) during the Relevant Asset Owner Amortization Period, (y) on the Maturity Date or (z) when an Event of Default has occurred and is continuing, or more frequently as agreed to by Borrower and Agent, payments shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid be made by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (Agent to the extent of the Available Amounts on deposit in the Collateral Account and, with respect to clauses (iv) and (v) only, the Reserve Account, in the following order of priority: (i) on a pro rata basis to (x) East West Bank, any fees required to be paid with respect to the Collateral Account, the Reserve Account and/or the Operating Account, including any unpaid fees with respect to the Collateral Account, the Reserve Account and/or the Operating Account, that remain unpaid with respect to one or more prior Payment Dates, including without limitation any accrued and unpaid wire transfer fees or other banking fees, (y) Custodian, the Custodian Fee, and any due and owing expenses and indemnities of them the Custodian, including any such unpaid Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates and (z) Securities Custodian, the Securities Custodian Fee and any unpaid expenses and indemnities due and owing to the Securities Custodian, including any such unpaid Securities Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates; (ii) to Borrower, for application or distribution as may be separately issued)agreed between Borrower and Investment Manager, at the Relevant Asset Owner’s sole cost Investment Management Fee and expenseany Investment Manager Reimbursable Expenses; (iii) to Agent, by appropriate proceedingsany accrued and unpaid costs, diligently conducted in good faith in accordance with Applicable Law. If fees, expenses and indemnities relating to the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes Indebtedness; (iv) to Agent, for the first benefit of Lenders, all accrued and last years of the Applicable Term shall be prorated between the Related Refinery Owner unpaid Interest Amount and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.Unused Fees;

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than 12:00 p.m., New York City time, three (3) Business Days before the Relevant Asset Owner scheduled date of such repayment; provided that, each repayment of Borrowings within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Revolving Dollar Loans and Revolving Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably (with respect to (x) 2027 Term Loans and 2028 Term Loans, (y) 2027 Revolving Dollar Loans and 2028 Revolving Dollar Loans or (z) 2027 Revolving Multicurrency Loans and 2028 Revolving Multicurrency Loans, as the case may be) to the Related Refinery OwnerLoans of such Class included in such Borrowing, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (unless, in each case to the extent allowed by Applicable Law). During applicable, such payment is made in connection with the Applicable Term but subject to the provisions reduction of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith Commitments in accordance with Applicable LawSection 2.08(b) or Section 2.08(g), a mandatory prepayment pursuant to Section 2.10(d) or an extension or reallocation pursuant to Section 2.22, in which case such payment shall be applied in accordance with Section 2.08(d), Section 2.08(g), Section 2.10(d) or Section 2.22, as applicable). If the Relevant Asset Owner contests repayment or prepayment amount is denominated in Dollars and the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such items then amount pro rata between any outstanding ABR Borrowings of the Related Refinery Owner shall cooperate Revolving Dollar Lenders and the Revolving Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the Relevant Asset Owner shortest remaining Interest Period. If the repayment or prepayment is denominated in any such contesting an Agreed Foreign Currency (including as a result of the validity Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or amount of prepay any outstanding Borrowings in such Taxes or Currency ratably among just the valuation Revolving Multicurrency Lenders in the order of the Taxable Assets. Taxes for remaining duration of their respective Interest Periods, commencing with such Borrowings with the first and last years shortest remaining Interest Period, and, if after such payment, the balance of the Applicable Term Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall be prorated repay or prepay the Loans (or [[60787996351539]] provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the Related Refinery Owner and order of the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and for which each of them is responsibleshortest remaining Interest Period.

Manner of Payment. Upon Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) in the case of Fixed Rent and Tenant's Tax Payments and Tenant's Expense Payments, by wire transfer of immediately available federal funds (or another similar then prevailing method of immediate payment) in accordance with wiring or similar instructions from Landlord and (b) in the case of all other Rent, by check (subject to collection) drawn on a New York Clearing House Association member bank, a New Jersey bank or other bank located in the continental United States, in each case at the times provided herein without notice by or demand and without setoff or counterclaim other than as expressly provided in this Lease. All Rent shall be paid in lawful money of the Relevant Asset Owner United States to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts Landlord at its office or such other place as Landlord may from time to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following time designate. If the Commencement Date (or Secondary Premises Commencement Date occurs on a day other than the first day of a calendar month, the Fixed Rent for such calendar month shall be pro rated based upon a 30-day month. If Tenant fails timely to pay any Rent, Tenant shall pay interest thereon from the date when such Rent became due to the extent allowed date of Landlord's receipt thereof at the lesser of (i) the Interest Rate and (ii) the maximum rate permitted by law. Tenant shall not be required to pay such interest with respect to any such late Rent (the "Applicable Law). During Late Payment") if (A) Tenant shall not have failed to pay when due any other installment of Rent within the 12 month period preceding the due date for the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner Late Payment and (B) Tenant shall pay all Taxes assessed directly against the Taxable Assets directly Applicable Late Payment to Landlord within ten (10) days after the applicable taxing authority prior due date for the Applicable Late Payment. If Tenant shall fail to delinquency pay when due any installment of Rent, and such failure shall promptly thereafter provide the Related Refinery Owner with evidence continue for 5 days, then Tenant shall pay to Landlord, as an Additional Charge, a late charge equal to 3% of such paymentinstallment. Until Tenant shall not be required to pay such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets late charge with respect to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by late Rent (the Related Refinery Owner "Qualified Late Payment") if (x) Tenant shall not have failed to pay when due any other installment of Rent within the applicable taxing authorities 12 month period preceding the due date for the Qualified Late Payment and (such reimbursement y) Tenant shall pay the Qualified Late Payment to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion Landlord within 5 days after notice from Landlord of such Taxes attributable to the Taxable Assets), subject to the terms of failure. Any Additional Charges for which no due date is specified in this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes Lease shall be prima facie evidence of the existence, payment, nonpayment due and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based payable on the portions 30th day after the date of such years that are coincident with the applicable tax years and for which each of them is responsibleinvoice.

Manner of Payment. Upon (i) The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile or electronic mail) of any repayment or prepayment hereunder (i) in the case of repayment or prepayment of a LIBO Rate Loan with an Interest Period not expiring on the date of payment, not later than 1:00 p.m. (New York time) three Business Days before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Loan with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Loan, not later than 1:00 p.m. (New York time) on the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to be repaid or prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the Loan included in the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.9 and (B) any payments due pursuant to Section 2.8. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding Base Rate Loan and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (ii) The Borrower shall make each payment required to be made by them hereunder (whether of principal, interest or fees) or under any other Loan Document (except to the extent otherwise provided therein) prior to 1:00 p.m. (New York time) (unless otherwise specified in this Agreement), on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Loan is to be made by any Lender on a date the Borrower are to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 2.4. or paid by the Relevant Asset Owner Borrower to the Related Refinery OwnerAdministrative Agent pursuant to this paragraph, as the Related Refinery Owner and case may be. Any amounts received after such time on any date may, in the Relevant Asset Owner shall use commercially reasonable efforts discretion of the Administrative Agent, be deemed to cause have been received on the Taxable Assets to be separately assessed next succeeding Business Day for purposes of Taxes calculating interest thereon. All such payments shall be wired to the Administrative Agent at the Contact Office, ABA 000-000-000 for the Administrative Agent’s Account No. 90-000-000, Ref: TE/TOUSA Mezzanine LLC, except as soon as reasonably practicable otherwise expressly provided in the relevant Loan Document, and except that payments pursuant to Sections 2.15, 2.17, 2.18 and 9.14 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the Commencement Date date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as otherwise provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes therein) shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted made in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleDollars.

Manner of Payment. Upon Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) in the case of Fixed Rent and Recurring Additional Charges, by wire transfer of immediately available federal funds as directed in writing by Landlord, and (b) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a bank that clears through The Clearing House Payments Company L.L.C., in each case at the times provided herein without notice by or demand and without setoff or counterclaim. All Rent shall be paid in lawful money of the Relevant Asset Owner United States to Landlord at its office or such other place as Landlord may from time to time designate in writing. If Tenant fails timely to pay any Rent, Tenant shall pay interest thereon from the date when such Rent became due to the Related Refinery Ownerdate of Landlord’s receipt thereof at the Interest Rate. If Tenant fails to timely pay any installment of Fixed Rent or Recurring Additional Rent on 2 occasions within any rolling 365-day period, in addition to all other rights and remedies Landlord may have under this Lease and the payment of interest as provided in the immediately preceding sentence, Tenant shall pay to Landlord, as Additional Charges, together with such 2nd late payment of Fixed Rent or Recurring Additional Rent (and any subsequent late payment of Fixed Rent or Recurring Additional Rent within any such 365-day period), a fee in the amount of 2% of the amount of the late Fixed Rent or Recurring Additional Rent payment in order to defray Landlord’s costs in connection with Tenant’s late payment of Fixed Rent or Recurring Additional Rent. Tenant shall pay interest on such fee at the Interest Rate from the date the applicable late payment of Fixed Rent or Recurring Additional Rent was due until the date of Landlord’s receipt of such fee. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the 30th day after the date of invoice. Subject to the foregoing, whenever this Lease shall provide that Landlord or Tenant shall pay the out-of-pocket costs of the other party, the Related Refinery Owner and party seeking reimbursement of such out-of-pocket costs shall deliver to the Relevant Asset Owner shall use commercially requesting party bills, receipts, invoices or other reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as supporting documentation reasonably practicable following the Commencement Date (evidencing such costs and, except to the extent allowed such costs are incurred by Applicable Law). During Landlord following a default hereunder by Tenant or otherwise at the Applicable Term but subject request of Tenant (e.g., if Tenant requests that Landlord reasonably cooperate with Tenant in connection with an amendment to the provisions certificate of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith occupancy in accordance with Applicable Law. If the Relevant Asset Owner contests Section 1.04(c)), such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term out-of-pocket costs shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblecommercially reasonable.

Manner of Payment. Upon (i) The Borrowers shall notify the Administrative Agent in writing (which notice may be by facsimile or electronic mail) of any repayment or prepayment hereunder (i) in the case of repayment or prepayment of a LIBO Rate Loan with an Interest Period not expiring on the date of payment, not later than 1:00 p.m. (New York time) three Business Days before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Loan with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Loan, not later than 1:00 p.m. (New York time) on the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to be repaid or prepaid; provided that, if a notice of repayment or prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.6, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.6. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the Loans included in the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.9 and (B) any payments due pursuant to Section 2.8. If the Borrowers fail to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding Base Rate Loans and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (ii) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest or fees or reimbursement of Letter of Credit Disbursements) or under any other Loan Document (except to the extent otherwise provided therein) prior to 1:00 p.m. (New York time) (unless otherwise specified in this Agreement), on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Loan is to be made by any Lender on a date the Borrowers are to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 2.4 or paid by the Relevant Asset Owner Borrowers to the Related Refinery OwnerAdministrative Agent pursuant to this paragraph, as the Related Refinery Owner and case may be. Any amounts received after such time on any date may, in the Relevant Asset Owner shall use commercially reasonable efforts discretion of the Administrative Agent, be deemed to cause have been received on the Taxable Assets to be separately assessed next succeeding Business Day for purposes of Taxes calculating interest thereon. All such payments shall be wired to the Administrative Agent at the Contact Office, ABA 000-000-000 for the Administrative Agent’s Account No. 90-000-000, Ref: TE/TOUSA Senior LLC, except as soon otherwise expressly provided in the relevant Loan Document, and except payments to be made directly to the Issuing Lender as reasonably practicable expressly provided herein and except that payments pursuant to Sections 2.15, 2.17, 2.18 and 9.14 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the Commencement Date date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as otherwise provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes therein) shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted made in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleDollars.

Manner of Payment. Upon The Borrower shall notify the Administrative Agent in writing (which notice may be by electronic mail in accordance herewith) of any repayment or prepayment hereunder (i) in the Relevant Asset Owner to case of repayment or prepayment of a Term SOFR Borrowing with an Interest Period not expiring on the Related Refinery Ownerdate of payment, not later than 2:00 p.m. (New York time) one Business Day before the Related Refinery Owner date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a Term SOFR Borrowing with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets principal amount of each Borrowing or portion thereof to be separately assessed for purposes repaid or prepaid; provided that, if a notice of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions repayment or prepayment is given in connection with a conditional notice of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement termination of the Related Refinery Owner and the Relevant Asset Owner Revolving Commitments as to the portion contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such Taxes attributable to the Taxable Assets), subject to the terms notice of this termination is revoked in accordance with Section 6.21.7. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount Promptly following receipt of any such Taxes or notice relating to a Borrowing, the valuation Administrative Agent shall advise the Lenders of the Taxable Assets (Loans included in such Borrowing of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the extent Loans included in the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest and (B) any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Lawpayments due pursuant to Section 2.9. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding Base Rate Borrowings and, second, to other Borrowings in the Related Refinery Owner shall cooperate order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall shortest remaining Interest Period to be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblerepaid first).

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for applied to repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class of Commitment is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class of Commitment, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or amount prepaid first). Each payment of any a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Taxes Pro-Rata Borrowing. Other than in connection with a reduction or termination of commitments pursuant to Section 2.08(b) or (f), the valuation occurrence of the Taxable AssetsMaturity Date with respect to any Lender pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment of a Borrowing to Lenders of a Class shall be applied ratably (both with respect to (x) Dollar Loans and Multicurrency Loans and (y) Extended Loans and Non-Extended Loans) to the Loans of such Class included in such Borrowing. Taxes for If the first repayment or prepayment amount is denominated in Dollars and last years the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Applicable Term shall be prorated between the Related Refinery Owner Dollar Lenders and the Relevant Asset Owner based on Multicurrency Lenders, and thereafter repay or prepay the portions remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or e-mail) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(f) prior to the Related Refinery Ownerscheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Related Refinery Owner and Borrower fails to make a timely selection of the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (repaid or prepaid, such payment shall be applied to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give repay Borrowings in the same or to receive payment of such Taxes shall be prima facie evidence of Currency and, (i) solely in the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount case of any such Taxes or the valuation payment in Dollars, first, to pay any outstanding ABR Borrowings of the Taxable Assets applicable Class and, second, to other Borrowings of such Class in order of the remaining duration of their respective Interest Period (the Borrowings with the shortest remaining Interest Period to be repaid first), and (ii) if the repayment or prepayment is denominated in a particular Agreed Foreign Currency, such repayment or prepayment shall be applied ratably between or among, as applicable, any remaining Borrowings denominated in such Agreed Foreign Currency (based on the then outstanding principal amounts of such Loans) in each case in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing shall be applied ratably to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted Loans included in good faith in accordance with Applicable Lawsuch Borrowing. If the Relevant Asset Owner contests repayment or prepayment amount is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such items then amount pro rata between any outstanding ABR Borrowings of the Related Refinery Owner shall cooperate Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the Relevant Asset Owner shortest remaining Interest Period. If the repayment or prepayment is denominated in any such contesting an Agreed Foreign Currency (including as a result of the validity Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or amount of prepay any outstanding Borrowings in such Taxes or Currency ratably among just the valuation Multicurrency Lenders in the order of the Taxable Assets. Taxes for remaining duration of their respective Interest Periods, commencing with such Borrowings with the first and last years shortest remaining Interest Period, and, if after such payment, the balance of the Applicable Term Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall be prorated repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the Related Refinery Owner and order of the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and for which each of them is responsibleshortest remaining Interest Period.

Manner of Payment. Upon notice Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or e-mail) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(f) prior to the Related Refinery Ownerscheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay any outstanding ABR 767537780 68 Borrowings of such Class before any other Borrowings of such Class. If the Related Refinery Owner and Borrower fails to make a timely selection of the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (repaid or prepaid, such payment shall be applied to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give repay Borrowings in the same or to receive payment of such Taxes shall be prima facie evidence of Currency and, (i) solely in the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount case of any such Taxes or the valuation payment in Dollars, first, to pay any outstanding ABR Borrowings of the Taxable Assets applicable Class and, second, to other Borrowings of such Class in order of the remaining duration of their respective Interest Period (the Borrowings with the shortest remaining Interest Period to the extent any of them may be separately issuedrepaid first), at and (ii) if the Relevant Asset Owner’s sole cost and expenserepayment or prepayment is denominated in a particular Agreed Foreign Currency, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity repayment or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term prepayment shall be prorated applied ratably between the Related Refinery Owner and the Relevant Asset Owner or among, as applicable, any remaining Borrowings denominated in such Agreed Foreign Currency (based on the portions then outstanding principal amounts of such years that are coincident Loans) in each case in the order of the remaining duration of their respective Interest Periods (the Borrowing with the applicable tax years and for which each shortest remaining Interest Period to be repaid first). Each payment of them is responsiblea Borrowing shall be applied ratably to the Loans included in such Borrowing.

Manner of Payment. Upon notice Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class of Commitment hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or e-mail) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Ownerscheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Related Refinery Owner and Borrower fails to make a timely selection of the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (repaid or prepaid, such payment shall be applied to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give repay Borrowings in the same or to receive payment of such Taxes shall be prima facie evidence of Currency and, solely in the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount case of any such Taxes or the valuation payment in Dollars, first, to pay any outstanding ABR Borrowings of the Taxable Assets applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Syndicated Borrowing to Lenders of a Class of Commitments shall be applied ratably to the extent any Loans included in such Borrowing and each payment of them may a Syndicated Borrowing to Lenders of a Class of Final Maturity Date shall be separately issued)applied ratably to Non-Extending Lenders or Extending Lenders, at as applicable, with Loans included in such Borrowing, unless such payment is made in connection with the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith reduction of Commitments in accordance with Applicable LawSection 2.08(b) or (f), in which case such prepayment shall be applied in accordance with Section 2.08(b) or (f), as applicable. If Notwithstanding any other provision to the Relevant Asset Owner contests such items contrary in this Agreement, if an Event of Default has occurred and is continuing, then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting 763013574 21680120763013574.7 payment or repayment of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term Loans shall be prorated between the Related Refinery Owner made and the Relevant Asset Owner applied ratably (based on the portions aggregate Dollar Equivalents of the outstanding principal amounts of such years that are coincident with the applicable tax years Loans) between Dollar Loans, Multicurrency Loans and for which each to Cash Collateralize Letters of them is responsibleCredit.

Manner of Payment. Upon notice Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Ownerscheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Related Refinery Owner and Borrower fails to make a timely selection of the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (repaid or prepaid, such payment shall be applied to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give repay Borrowings in the same or to receive payment of such Taxes shall be prima facie evidence of Currency and, solely in the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount case of any such Taxes or the valuation payment in Dollars, first, to pay any outstanding ABR Borrowings of the Taxable Assets applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Other than in connection with a reduction or termination of Commitments or prepayment of Loans pursuant to Section 2.08(f), the occurrence of the Final Maturity Date with respect to any Lender pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment of a Syndicated Borrowing to Lenders of a Class shall be applied ratably (both with respect to (x) Dollar Loans and Multicurrency Loans and (y) Extended Loans and Non-Extended Loans) to the extent Loans included in such Borrowing. Notwithstanding any other provision to the contrary in this Agreement, if an Event of them may be separately issued)Default has occurred and is continuing, at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting payment or repayment of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term Loans shall be prorated between the Related Refinery Owner made and the Relevant Asset Owner applied ratably (based on the portions aggregate Dollar Equivalents of the outstanding principal amounts of such years that are coincident Loans) between Dollar Loans, Multicurrency Loans and to Cash Collateralize Letters of Credit. In connection with a mandatory prepayment pursuant to Section 2.10(d), Net Cash Proceeds and Return of Capital required to be applied to the applicable tax years prepayment of the Loans shall (x) from the period commencing on the Non-Extended Commitment Termination Date and ending on the Extended Commitment Termination Date, be applied ratably among the Non-Extending Lenders for which each the Non-Extended Commitment Termination Date shall have occurred and (y) from the Extended Commitment Termination Date to the Extended Final Maturity Date, be applied ratably to the Revolving Dollar Exposure and Revolving Multicurrency Exposure of them is responsiblethe Extending Lenders.

Manner of Payment. Upon notice by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner Tenant shall pay all Taxes assessed directly against Rent as the Taxable Assets directly same shall become due and payable under this Lease (i) in the case of Fixed Rent and Recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (ii) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a bank that clears through The Clearing House Payments Company L.L.C., in each case at the times provided herein without notice or demand and without setoff or counterclaim except as otherwise expressly provided in this Lease. All Rent shall be paid in lawful money of the United States to Landlord at its office or such other place as Landlord may from time to time designate. If Tenant fails timely to pay any Rent, Tenant shall pay interest thereon from the date when such Rent became due to the date of Landlord’s receipt thereof at the Interest Rate. If Tenant fails to timely pay any Rent on 4 occasions within any rolling 365-day period, in addition to all other rights and remedies Landlord may have under this Lease and the payment of interest as provided in the immediately preceding sentence, Tenant shall pay to Landlord, as Additional Charges, together with such 4th late payment of Rent (and any subsequent late payment of Rent within such 365-day period), a fee in the amount of 4% of the amount of the late Rent payment in order to defray Landlord’s costs in connection with Tenant’s late payment of Rent. Tenant shall pay interest on such fee at the Interest Rate from the date the applicable taxing authority prior to delinquency and shall promptly thereafter provide late payment of Rent was due until the Related Refinery Owner with evidence date of Landlord’s receipt of such paymentfee.. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the 30th day after the date of invoice. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon Upon Tenant’s request, Landlord will provide Tenant with reasonable backup for any such Taxes paid by the Related Refinery Owner bills, invoices or statements relating to the applicable taxing authorities (such reimbursement Additional Charges rendered to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject Tenant pursuant to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (Lease to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost such backup is available to Landlord or its Affiliates (it being agreed that Landlord shall maintain records and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.appropriate

Manner of Payment. Upon Prior to any repayment of any Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be paid and shall notify Administrative Agent of such selection in writing signed by Borrower (which signed written notice by the Relevant Asset Owner may be delivered via facsimile or email transmission to the Related Refinery Ownernumbers and/or email addresses set forth in Section 2.3.1) not later than 11:00 a.m., New York City time, three (3) Business Days before the Related Refinery Owner scheduled date of such repayment in the case of a Eurodollar Borrowing and one (1) Business Day before the Relevant Asset Owner scheduled date of such repayment in the case of a Base Rate Borrowing; provided that each repayment of Borrowings shall use commercially reasonable efforts be applied to cause repay any outstanding Base Rate Borrowings of Borrower before any other Borrowings of Borrower. If Borrower fails to make a timely selection of the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes repaid or prepaid, such payment shall be applied, first, to pay any outstanding Base Rate Borrowings of Taxes as soon as reasonably practicable following Borrower and, second, to other Borrowings of Borrower in the Commencement Date order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to the extent allowed by Applicable Lawbe repaid first). During Each payment of a Borrowing shall be applied first to repay any Swingline Loan, as applicable, and second, to repay any outstanding Loans (other than any Swingline Loan) without reduction of the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner Aggregate Commitments. Whenever any payment due hereunder shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets be stated to be separately assessed as provided abovedue on a day that is not a Business Day, such payment shall be made on the Relevant Asset Owner first Business Day thereafter. All such payments shall reimburse be made irrespective of, and without any deduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the Related Refinery Ownercollection or enforcement thereof, upon request, for any such Taxes paid by including attorneys’ fees and court costs. All payments (other than the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement initial funding of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given Loan) by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes any Lender shall be prima facie evidence made to Administrative Agent not later than 11:00 a.m. New York City time on the day such payment is due, to Administrative Agent for the account of the existence, payment, nonpayment and amount of Lenders by deposit to such Taxes. The Relevant Asset Owner account as Administrative Agent may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (designate by written notice to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleBorrower.

Manner of Payment. Upon notice Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class of Commitment hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or e-mail) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Ownerscheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Related Refinery Owner and Borrower fails to make a timely selection of the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (repaid or prepaid, such payment shall be applied to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give repay Borrowings in the same or to receive payment of such Taxes shall be prima facie evidence of Currency and, solely in the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount case of any such Taxes or the valuation payment in Dollars, first, to pay any outstanding ABR Borrowings of the Taxable Assets applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Syndicated Borrowing to Lenders of a Class of Commitments shall be applied ratably to the extent any Loans included in such Borrowing and each payment of them may a Syndicated Borrowing to Lenders of a Class of Final Maturity Date shall be separately issued)applied ratably to Non-Extending Lenders or Extending Lenders, at as applicable, with Loans included in such Borrowing, unless such payment is made in connection with the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith reduction of Commitments in accordance with Applicable LawSection 2.08(b) or (f), in which case such prepayment shall be applied in accordance with Section 2.08(b) or (f), as applicable. If Notwithstanding any other provision to the Relevant Asset Owner contests such items contrary in this Agreement, if an Event of Default has occurred and is continuing, then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting payment or repayment of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term Loans shall be prorated between the Related Refinery Owner made and the Relevant Asset Owner applied ratably (based on the portions aggregate Dollar Equivalents of the outstanding principal amounts of such years that are coincident with the applicable tax years Loans) between Dollar Loans, Multicurrency Loans and for which each to Cash Collateralize Letters of them is responsibleCredit.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings within a Class shall be applied to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsible.Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. 747507610 22702620757699803.9

Manner of Payment. Upon notice by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner Tenant shall pay all Taxes assessed directly against Rent as the Taxable Assets directly same shall become due and payable under this Lease (a) in the case of Fixed Rent and Recurring Additional Charges, by wire transfer of immediately available federal funds as directed in writing by Landlord, and (b) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a bank that clears through The Clearing House Payments Company L.L.C., in each case at the times provided herein without notice or demand and without setoff or counterclaim. All Rent shall be paid in lawful money of the United States to Landlord at its office or such other place as Landlord may from time to time designate in writing. If Tenant fails timely to pay any Rent, Tenant shall pay interest thereon from the date when such Rent became due to the date of Landlord’s receipt thereof at the Interest Rate. If Tenant fails to timely pay any installment of Fixed Rent or Recurring Additional Rent on 2 occasions within any rolling 365-day period, in addition to all other rights and remedies Landlord may have under this Lease and the payment of interest as provided in the immediately preceding sentence, Tenant shall pay to Landlord, as Additional Charges, together with such 2nd late payment of Fixed Rent or Recurring Additional Rent (and any subsequent late payment of Fixed Rent or Recurring Additional Rent within any such 365-day period), a fee in the amount of 2% of the amount of the late Fixed Rent or Recurring Additional Rent payment in order to defray Landlord’s costs in connection with Tenant’s late payment of Fixed Rent or Recurring Additional Rent. Tenant shall pay interest on such fee at the Interest Rate from the date the applicable taxing authority prior to delinquency and shall promptly thereafter provide late payment of Fixed Rent or Recurring Additional Rent was due until the Related Refinery Owner with evidence date of Landlord’s receipt of such paymentfee. Until such time as Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the Related Refinery Owner and 30th day after the Relevant Asset Owner can cause date of invoice. Subject to the Taxable Assets to be separately assessed as provided aboveforegoing, whenever this Lease shall provide that Landlord or Tenant shall pay the out-of-pocket costs of the other party, the Relevant Asset Owner party seeking reimbursement of such out-of-pocket costs shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner deliver to the applicable taxing authorities (requesting party bills, receipts, invoices or other reasonable supporting documentation reasonably evidencing such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblecosts.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than 12:00 p.m., New York City time, three (3) Business Days before the Relevant Asset Owner scheduled date of such repayment; provided that, each repayment of Borrowings within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Revolving Dollar Loans and Revolving Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably (with respect to (x) 2027 Term Loans, 2028 Term Loans and 2029 Term Loans, (y) 2027 Revolving Dollar Loans, 2028 Revolving Dollar Loans and 2029 Revolving Dollar [[6408684]] BUSINESS.31771526.2 Loans or (z) 2027 Revolving Multicurrency Loans, 2028 Revolving Multicurrency Loans and 2029 Revolving Multicurrency Loans, as the case may be) to the Related Refinery OwnerLoans of such Class included in such Borrowing, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (unless, in each case to the extent allowed by Applicable Law). During applicable, such payment is made in connection with the Applicable Term but subject to the provisions reduction of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith Commitments in accordance with Applicable LawSection 2.08(b) or Section 2.08(g), a mandatory prepayment pursuant to Section 2.10(d) or an extension or reallocation pursuant to Section 2.22, in which case such payment shall be applied in accordance with Section 2.08(d), Section 2.08(g), Section 2.10(d) or Section 2.22, as applicable. If the Relevant Asset Owner contests repayment or prepayment amount is denominated in Dollars and the Class of Commitment to be repaid or prepaid is not specified, the Borrower shall repay or prepay such items then amount pro rata between any outstanding ABR Borrowings of the Related Refinery Owner shall cooperate Revolving Dollar Lenders and the Revolving Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the Relevant Asset Owner shortest remaining Interest Period. If the repayment or prepayment is denominated in any such contesting an Agreed Foreign Currency (including as a result of the validity Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or amount of prepay any outstanding Borrowings in such Taxes or Currency ratably among just the valuation Revolving Multicurrency Lenders in the order of the Taxable Assets. Taxes for remaining duration of their respective Interest Periods, commencing with such Borrowings with the first and last years shortest remaining Interest Period, and, if after such payment, the balance of the Applicable Term Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall be prorated repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the Related Refinery Owner and order of the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and for which each of them is responsibleshortest remaining Interest Period.

Manner of Payment. Upon The Borrower shall notify the Administrative Agent in writing (which notice may be by electronic mail in accordance herewith) of any repayment or prepayment hereunder (i) in the Relevant Asset Owner to case of repayment or prepayment of a LIBO Rate Borrowing with an Interest Period not expiring on the Related Refinery Ownerdate of payment, not later than 2:00 p.m. (New York time) one Business Day before the Related Refinery Owner date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Borrowing with Interest Periods expiring on the date of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets principal amount of each Borrowing or portion thereof to be separately assessed for purposes repaid or prepaid; provided that, if a notice of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions repayment or prepayment is given in connection with a conditional notice of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement termination of the Related Refinery Owner and the Relevant Asset Owner Revolving Commitments as to the portion contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such Taxes attributable to the Taxable Assets), subject to the terms notice of this termination is revoked in accordance with Section 6.21.7. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount Promptly following receipt of any such Taxes or notice relating to a Borrowing, the valuation Administrative Agent shall advise the Lenders of the Taxable Assets (Loans included in such Borrowing of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the extent Loans included in the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest and (B) any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Lawpayments due pursuant to Section 2.9. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding Base Rate Borrowings and, second, to other Borrowings in the Related Refinery Owner shall cooperate order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall shortest remaining Interest Period to be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblerepaid first).

Manner of Payment. Upon Prior to any repayment of any Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be paid and shall notify Lender of such selection in writing signed by Borrower (which signed written notice by the Relevant Asset Owner may be delivered via facsimile or email transmission to the Related Refinery Ownernumbers and/or email addresses set forth in Section 2.3.1) not later than 11:00 a.m., New York City time, three (3) Business Days before the Related Refinery Owner scheduled date of such repayment in the case of a Eurodollar Borrowing and one (1) Business Day before the Relevant Asset Owner scheduled date of such repayment in the case of a Base Rate Borrowing; provided that each repayment of Borrowings shall use commercially reasonable efforts be applied to cause repay any outstanding Base Rate Borrowings of Borrower before any other Borrowings of Borrower. If Borrower fails to make a timely selection of the Taxable Assets Borrowing or Borrowings to be separately assessed for purposes repaid or prepaid, such payment shall be applied, first, to pay any outstanding Base Rate Borrowings of Taxes as soon as reasonably practicable following Borrower and, second, to other Borrowings of Borrower in the Commencement Date order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to the extent allowed by Applicable Lawbe repaid first). During Each payment of a Borrowing shall be applied first to repay any Swingline Loan, as applicable, and second, to repay any outstanding Loans (other than any Swingline Loan) without reduction of the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner Commitment. Whenever any payment due hereunder shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets be stated to be separately assessed as provided abovedue on a day that is not a Business Day, such payment shall be made on the Relevant Asset Owner first Business Day thereafter. All such payments shall reimburse be made irrespective of, and without any deduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the Related Refinery Ownercollection or enforcement thereof, upon request, for any such Taxes paid by including attorneys’ fees and court costs. All payments (other than the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement initial funding of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given Loan) by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes Lender shall be prima facie evidence of made to not later than 11:00 a.m. New York City time on the existence, payment, nonpayment and amount of day such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expensepayment is due, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests deposit to such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleaccount as Lender may designate by written notice to Borrower.

Manner of Payment. Upon notice The Purchase Price shall be paid to the Sellers as follows: (a) Purchaser shall (i) issue to each Seller stock certificates (which may be done electronically by book entry if available) evidencing (A) the number of First Tranche Common Shares set forth for such Seller in Exhibit B (each, a “Closing Common Stock Certificate”) and (B) the number of First Tranche Preferred Shares set forth for such Seller in Exhibit B (each, a “Closing Preferred Stock Certificate”) and (ii) deliver a Closing Common Stock Certificate and a Closing Preferred Stock Certificate to each Seller at the Closing. If the Closing Common Stock Certificates and the Closing Preferred Stock Certificates are in physical form, then each Seller shall return their respective Closing Common Stock Certificate and a Closing Preferred Stock Certificate to Purchaser from time to time to reflect any cancellation and/or re-issue of Shares pursuant to Article VII. (b) In the event that the Closing occurs, and the Milestone is deemed achieved by the Relevant Asset Owner Seller Representative on or prior to the Related Refinery Ownerforty eight (48) month anniversary of the date of this Agreement, the Related Refinery Owner Seller Representative shall promptly following the achievement of the Milestone deliver to Purchaser a statement (the “Earn-Out Statement”) setting forth Seller Representative’s calculation of the Milestone in substantially the form of Schedule II. During the ten (10) Business Day period following delivery of the Earn-Out Statement, Purchaser may object to the Earn-Out Statement by delivering written notice thereof to Seller Representative (an “Earn-Out Objection Notice”) setting forth Purchaser’s proposed calculation of the Earn-Out Shares. (c) If no Earn-Out Objection Notice is delivered to Seller Representative on or before the end of the ten (10) Business Day period beginning on the first day following the date on which the Earn-out Statement is delivered to the Purchaser (the first day following the end of such ten (10) Business Day period being hereinafter the “Earnout Date”) or if Purchaser delivers to Seller Representative notice of acceptance of the Earn-Out Statement, then the Earn-Out Statement shall become final and binding on the Relevant Asset Owner parties on the Earnout Date or, if earlier, the Purchaser delivers notice of acceptance of the Earn-out Statement to the Seller Representative. If an Earn-Out Objection Notice is delivered to the Seller Representative prior to the Earnout Date, Purchaser and Seller Representative shall use commercially reasonable efforts negotiate in good faith to cause come to a mutually agreeable resolution to any objections set forth in the Taxable Assets Earn-Out Objection Notice, and any such resolution shall be final and binding on the parties (the date of any such resolution, if the determination finds that the Milestone has been met, the “Resolution Date”). If Purchaser and Seller Representative are unable to reach agreement within five (5) Business Days after an Earn-Out Objection Notice has been delivered to Buyers, Purchaser and Seller Representative shall submit all unresolved objections (“Unresolved Earn-Out Objections”) to an arbitrator. The dispute resolution procedures set forth in Section 11.14 shall apply to the resolution of the Unresolved Earn-Out Objections, mutatis mutandis. The determination of the arbitrator shall be separately assessed final and binding on the parties, absent fraud or manifest error (the date of such determination, if the determination finds that the Milestone has been met, the “Determination Date”). If the resolution agreed to by the Purchaser and Seller Representative on the Resolution Date or the determination made by the arbitrator on the Determination Date finds that the Milestone has been met, then the Earn-Out Shares shall be delivered to the Sellers within thirty (30) days of the Resolution Date or Determination Date, as applicable. (d) Any and all Earn-Out Shares shall be retained by the Purchaser until the earliest to occur of the Earnout Date (if no Earnout Objection Notice has been delivered pursuant to subsection (c)), the Resolution Date, or the Determination Date (such date, the “Release Date”) and, during the period of such retention, shall be deemed “Holdback Shares” for purposes of Taxes as soon as reasonably practicable following this Agreement. On the Commencement Date (Release Date, any Holdback Shares shall be issued to the extent allowed by Applicable LawSellers pro rata (based on Exhibit B hereto) within fifteen (15) Business Days of thereof. If as of the Release Date, there are actual or pending claims under Article VII that, in the aggregate, have a potential value (as calculated in accordance with Article VII) that exceeds the Basket Amount (defined below). During the Applicable Term but subject , Holdback Shares with a value equal to the provisions amount by which the potential liability exceeds the Basket Amount (assuming a per Share price of $0.18) will continue to be held by the Purchaser pending the resolution of such claims. Any Holdback Shares remaining after the resolution and payment of all such claims shall within fifteen (15) Business Days thereafter be issued to the Sellers pro rata (based on Exhibit B hereto). (e) In the event that no Earn-Out Statement shall have been delivered to the Purchaser by the Seller Representative by the end of the ten (10) Business Day period beginning on the forty eight (48) month anniversary of the date of this Section 6.2Agreement, the Relevant Asset Owner Earn-Out Shares shall pay all Taxes assessed directly against the Taxable Assets directly automatically be cancelled without any consideration owed to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence any Seller in respect of such payment. Until such time as Earn-Out Shares and without the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveneed for any action by Purchaser, the Relevant Asset Owner shall reimburse Sellers or any other Person. (f) In the Related Refinery Owner, upon request, for event that any such Taxes paid by the Related Refinery Owner Seller is required to the applicable taxing authorities (such reimbursement return Common Shares to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject Purchaser pursuant to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law Agreement, each such Seller agrees to issue or give the same or take all such actions as are reasonably necessary to receive payment of promptly effect such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblereturn.

Manner of Payment. Upon notice Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the Relevant Asset Owner time set forth in Section 2.10(e) prior to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence scheduled date of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets repayment; provided that, each repayment of Borrowings within a Class shall be applied to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for repay or prepay any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion outstanding ABR Borrowings of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment Class before any other Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, solely in the Related Refinery Owner shall cooperate case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the Relevant Asset Owner shortest 747507610 22702620 remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in any such contesting the order of the validity remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount of is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any such Taxes or the valuation outstanding ABR Borrowings of the Taxable Assets. Taxes for Dollar Lenders and the first Multicurrency Lenders, and last years thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions remaining duration of their respective Interest Periods, commencing with such years that are coincident Borrowings with the applicable tax years and shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for which outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of them is responsibleRevolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Upon notice by the Relevant Asset Owner Prior to the Related Refinery Ownerany repayment or prepayment of any Borrowings of any Class hereunder, the Related Refinery Owner and Borrower shall select the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets Borrowing or Borrowings of such Class to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency paid and shall promptly thereafter provide notify the Related Refinery Owner with evidence Administrative Agent by telephone (confirmed by telecopy) of such payment. Until such time as selection not later than 12:00 noon, New York City time, three Business Days before the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion scheduled date of such Taxes attributable repayment, provided that each repayment of Borrowings of a Class shall be applied to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment repay any outstanding ABR Borrowings of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount Class before any other Borrowings of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable LawClass. If the Relevant Asset Owner contests Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such items then payment shall be applied, first, to pay any outstanding ABR Borrowings of the Related Refinery Owner shall cooperate applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the Relevant Asset Owner in any such contesting shortest remaining Interest Period to be repaid first). Each payment of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term a Borrowing shall be prorated between applied ratably to the Related Refinery Owner Loans included in such Borrowing. For purposes of this paragraph, in connection with any prepayment (but not repayment) of Borrowings, (i) prior to the Class A Termination Date the Class A Multicurrency Revolving Loans and the Relevant Asset Owner based on Class B Multicurrency Revolving Loans shall be deemed to constitute a single Class and (ii) prior to the portions Class A Syndicated Term Loan Maturity Date the Class A Syndicated Term Loans and the Class B Syndicated Term Loans shall be deemed to constitute a single Class, such that (x) any prepayment of a Borrowing of Multicurrency Revolving Loans prior to the Class A Termination Date shall be applied ratably to the Class A Multicurrency Revolving Loans and the Class B Multicurrency Revolving Loans comprising such years that are coincident with the applicable tax years Borrowing and for which each (y) any prepayment of them is responsible.a Borrowing of Syndicated Term Loans prior to