Common use of MPC Payment Methods Clause in Contracts

MPC Payment Methods. Customer may, at its option, elect to pay Customer’s Proportionate Share of MPC for a Project by one of the two following methods, to be selected on or before the date Operator begins construction work on a Project: (i) Customer may pay Operator the Customer’s Proportionate Share of the MPC in full upon completion of the applicable Project; or (ii) Customer may pay Customer’s Proportionate Share of MPC in Monthly installments (the “Project Cost Reimbursements” or “PCR”) pursuant to the following conditions: (1) The PCR payment obligation shall commence upon completion of the applicable Project, with the first PCR payment to be made in accordance with the first regular Monthly invoice delivered by Operator following completion of the Project. (2) The outstanding principal balance of Customer’s Proportionate Share of MPC shall bear interest at the lesser of a per annum rate of fifteen percent (15%) or the highest rate of interest (if any) permitted by Applicable Law, and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance of Customer’s Proportionate Share of MPC amortized over (A) five (5) years, or (B) the number of years remaining in the Term, whichever time period is shorter; provided, however, that if this Agreement is terminated pursuant to Sections 4, 20, 21 or 28(a), then the remaining unpaid principal balance of Customer’s Proportionate Share of MPC will be due and payable pursuant to the following conditions: (I) If, upon termination of this Agreement, Operator has not replaced Customer’s Annual Minimum Throughput Volume with a new third-party take or pay commitment for use of the Wharf, then the remaining unpaid principal balance of Customer’s Proportionate Share of MPC will be due and payable by Customer upon the date of such termination. (II) Except as provided in subparagraph (III) below, if upon termination of this Agreement, Operator has replaced Customer’s Annual Minimum Throughput Volume with a new third-party take or pay commitment for use of the Wharf, then Customer’s remaining unpaid balance will be reduced by the percentage of Customer’s Annual Minimum Throughput Volume replaced by such new third party, up to a maximum of 100% of the remaining unpaid balance, with any remaining unpaid balance to be due and payable on the date of such termination. In other words, and by way of example only, if Operator replaces 9,125,000 Barrels per year of Annual Minimum Throughput Volume with a new take or pay commitment upon termination, then Customer’s remaining unpaid balance would be reduced by 50% (9,125,000 Barrels per year /18,250,000 Barrels per year = 50%), and the remaining 50% unpaid balance would be due and payable by Customer upon the date of such termination. (III) The extent to which new third-party commitments are considered new commitments eligible to reduce the unpaid balance of Customer’s Proportionate Share of MPC, as set forth in subparagraph (II) immediately above, shall be determined as the difference between the throughput commitments for the calendar year preceding the date the notice of cancellation is delivered minus the total committed throughput volumes during the first calendar year after cancellation of this Agreement.

MPC Payment Methods. Customer may, at its option, elect to pay Customer’s Proportionate Share of MPC for a Project by one of the two following methods, to be selected on or before the date Operator begins construction work on a Project: (i) Customer may pay Operator the Customer’s Proportionate Share of the MPC in full upon completion of the applicable Project; or (ii) Customer may pay Customer’s Proportionate Share of MPC in Monthly installments (the “Project Cost Reimbursements” or “PCR”) pursuant to the following conditions: (1) The PCR payment obligation shall commence upon completion of the applicable Project, with the first PCR payment to be made in accordance with the first regular Monthly invoice delivered by Operator following completion of the Project. (2) The outstanding principal balance of Customer’s Proportionate Share of MPC shall bear interest at the lesser of a per annum rate of fifteen nine percent (159%) or the highest rate of interest (if any) permitted by Applicable Law, and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance of Customer’s Proportionate Share of MPC amortized over (A) five (5) years, or (B) the number of years remaining in the Termterm of the BAUTA, whichever time period is shorter; provided, however, that if this Agreement is terminated pursuant with respect to Sections 4, 20, 21 either Terminal 2 or 28(a)the Long Beach Terminal, then the remaining unpaid principal balance of Customer’s Proportionate Share of MPC will be due and payable pursuant with respect to a Project at the following conditions: (I) If, upon termination of this Agreement, Operator has not replaced Customer’s Annual Minimum Throughput Volume with a new third-party take or pay commitment for use of the Wharf, then the remaining unpaid principal balance of Customer’s Proportionate Share of MPC terminated Marine Terminal will be due and payable by Customer upon the date of such termination. (II) Except as ; provided in subparagraph (III) belowfurther, if upon termination of this Agreementhowever, Operator has replaced Customer’s Annual Minimum Throughput Volume with that Customer shall be entitled to a new third-party take or pay commitment for use of the Wharf, then Customer’s credit against such remaining unpaid principal balance equal to (X) the amount of any MPC that has not been paid prior to the termination date for which Customer will be reduced by become responsible as lessee under the percentage of Customer’s Annual Minimum Throughput Volume replaced by such new third partylease pursuant to which the MPC was incurred, up to a maximum of 100% of and (Y) the remaining unpaid balance, with any remaining unpaid balance to be due and payable on the date amount of such termination. In other words, and by way of example only, if MPC that Operator replaces 9,125,000 Barrels per year of Annual Minimum Throughput Volume with a new take or pay commitment upon termination, then Customer’s remaining unpaid balance receives from any third party customer that would be reduced by 50% (9,125,000 Barrels per year /18,250,000 Barrels per year = 50%), and the remaining 50% unpaid balance would be due and payable by Customer upon the date of such termination. (III) The extent to which new third-party commitments are considered new commitments eligible to reduce the unpaid balance of have been included within Customer’s Proportionate Share of MPC, as set forth in subparagraph (II) immediately above, shall be determined as the difference between the throughput commitments for the calendar year preceding the date the notice of cancellation is delivered minus the total committed throughput volumes during the first calendar year after cancellation of MPC if this AgreementAgreement had not been so terminated.

MPC Payment Methods. Customer may, at its option, shall pay Customer’s Proportionate Share of MPC for a Project as provided in Option 1 below; provided that Customer may elect to pay Customer’s Proportionate Share of MPC for a Project as provided in Option 2 below by one giving Operator written notice of the two following methods, to be selected such election on or before the date Operator begins construction work on a Project: (i) Option 1: Customer may shall pay Operator the Customer’s Proportionate Share of the MPC in full upon completion of the applicable Project; or. (ii) Option 2: Customer may shall pay Customer’s Proportionate Share of MPC in Monthly installments (the “Project Cost Reimbursements” or “PCR”) pursuant to the following conditions: (1) The PCR payment obligation shall commence upon completion of the applicable Project, with the first PCR payment to be made in accordance with the first regular Monthly invoice delivered by Operator following completion of the Project. (2) The outstanding principal balance of Customer’s Proportionate Share of MPC shall bear interest at the lesser of a per annum rate of fifteen LIBOR plus six percent (15LIBOR + 6%) or the highest rate of interest (if any) permitted by Applicable Law, and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance of Customer’s Proportionate Share of MPC amortized over (A) five (5) years, or (B) the number of years remaining in the Termterm of this Agreement, whichever time period is shorter; provided, however, that if this Agreement is terminated pursuant to Sections 4, 20, 21 or 28(a)terminated, then the remaining unpaid principal balance of Customer’s Proportionate Share of MPC will be due and payable pursuant with respect to the following conditions: (I) If, upon termination of this Agreement, Operator has not replaced Customer’s Annual Minimum Throughput Volume with a new third-party take or pay commitment for use of the Wharf, then the remaining unpaid principal balance of Customer’s Proportionate Share of MPC Project will be due and payable by Customer upon the date of such termination. (II) Except as ; provided in subparagraph (III) belowfurther, if upon termination of this Agreementhowever, Operator has replaced Customer’s Annual Minimum Throughput Volume with that Customer shall be entitled to a new third-party take or pay commitment for use of the Wharf, then Customer’s credit against such remaining unpaid principal balance equal to (X) the amount of any MPC that has not been paid prior to the termination date for which Customer will be reduced by become responsible as lessee under the percentage of Customer’s Annual Minimum Throughput Volume replaced by such new third partylease pursuant to which the MPC was incurred, up to a maximum of 100% of and (Y) the remaining unpaid balance, with any remaining unpaid balance to be due and payable on the date amount of such termination. In other words, and by way of example only, if MPC that Operator replaces 9,125,000 Barrels per year of Annual Minimum Throughput Volume with a new take or pay commitment upon termination, then Customer’s remaining unpaid balance receives from any third party customer that would be reduced by 50% (9,125,000 Barrels per year /18,250,000 Barrels per year = 50%), and the remaining 50% unpaid balance would be due and payable by Customer upon the date of such termination. (III) The extent to which new third-party commitments are considered new commitments eligible to reduce the unpaid balance of have been included within Customer’s Proportionate Share of MPC, as set forth in subparagraph (II) immediately above, shall be determined as the difference between the throughput commitments for the calendar year preceding the date the notice of cancellation is delivered minus the total committed throughput volumes during the first calendar year after cancellation of MPC if this AgreementAgreement had not been so terminated.