Common use of Surcharges Clause in Contracts

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Storage Facility or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) impose a surcharge (a “Surcharge”) to cover TRMC’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMC’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC of any proposed Surcharge to be imposed pursuant to Section 8(b)(i). TLO and TRMC then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortized, with the understanding that TLO and TRMC shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv), TRMC does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC to pay such Surcharge, up to a fifteen (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities from this Agreement upon notice to TRMC. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) TRMC may, at its option, elect to pay the Surcharge by one of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Storage Facility or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMC’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMC’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and TRMC then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than ten percent (10%) as a Surcharge, with the understanding that TLO and TRMC shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv), TRMC does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities from this Agreement upon notice to TRMC. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 8, the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution. (vi) In lieu of paying the Surcharge in connection with any required capital project, TRMC may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the a Storage Facility or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) ), impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMC’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMC’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and TRMC then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than nine percent (9%) as a Surcharge, with the understanding that TLO and TRMC shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv), TRMC does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC to pay such Surcharge, up to a fifteen (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities from this Agreement upon notice to TRMC. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) In lieu of paying the Surcharge, TRMC may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the a Storage Facility or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) 7(b), impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMCCustomer’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMCCustomer’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC Customer of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)7(b)(i) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and TRMC Customer then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than nine percent (9%) as a Surcharge, with the understanding that TLO and TRMC Customer shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC Customer will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC Customer of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv7(b)(iv), TRMC Customer does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC Customer to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities from this Agreement upon notice to TRMCCustomer. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) TRMC Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 7, the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution. (vi) In lieu of paying the Surcharge in connection with any required capital project, Customer may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require TLO Provider to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Storage Facility LAR Interconnecting Pipelines or with respect to the services provided hereunderpursuant to this Agreement or any Transportation Service Order, TLO Provider may, subject to the terms of this Section 8(b) 6(e), impose a surcharge to increase the applicable service fees (a “Surcharge”) to cover TRMCCustomer’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMCCustomer’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO Provider shall notify TRMC Customer of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)6(e)(i) sufficient to cover the cost of any required capital or expense projects for the LAR Interconnecting Pipelines and any ongoing increased operating costs. TLO and TRMC The Parties then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than nine percent (9%), collectively, as a Surcharge, with the understanding that TLO and TRMC the Parties shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Transportation Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service feefees, TRMC Customer will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO Provider shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service feefees, TLO Provider shall notify TRMC Customer of the amount of the Monthly Surcharge required to reimburse TLO Provider for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv6(e)(iv), TRMC Customer does not agree to pay such Surcharge or to reimburse TLO Provider up front for its costs, TLO Provider may elect to either: (1) require TRMC Customer to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service feefees; or (2) terminate the Tank(s) or other facilities from service under this Agreement to which the Surcharge applies, upon notice to TRMCCustomer. (B) TLOProvider’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO Provider would be obligated to make such expenditures to continue performance during such period. (v) TRMC Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 6, the Parties shall execute an appropriate Transportation Service Order memorializing the terms of such resolution. (vi) In lieu of paying the Surcharge in connection with any required capital project, Customer may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a the applicable project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted (other than with respect to taxes and those matters that are addressed in Section 9) that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Storage Facility II or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) 7(b), impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMCCustomer’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMCCustomer’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC Customer of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)7(b)(i) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and TRMC Customer then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than LIBOR plus six percent (LIBOR + 6%) as a Surcharge, with the understanding that TLO and TRMC Customer shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC Customer will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC Customer of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv7(b)(iv), TRMC Customer does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC Customer to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities from this Agreement upon notice to TRMCCustomer. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) TRMC Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 7, the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution. (vi) In lieu of paying the Surcharge in connection with any required capital project, Customer may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Storage Facility Facility, Operated Tanks or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMC’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMC’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)) sufficient to cover the cost of any required capital projects for the Storage Facility or Operated Tanks and any ongoing increased operating costs. TLO and TRMC then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than LIBOR plus six percent (LIBOR + 6%) as a Surcharge, with the understanding that TLO and TRMC shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv), TRMC does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities from this Agreement upon notice to TRMC. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 8, the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution. (vi) In lieu of paying the Surcharge in connection with any required capital project, TRMC may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Storage Facility or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMCTAC’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMCTAC’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC TAC of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and TRMC TAC then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than ten percent (10%) as a Surcharge, with the understanding that TLO and TRMC TAC shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC TAC will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC TAC of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv), TRMC TAC does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC TAC to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities from this Agreement upon notice to TRMCTAC. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) TRMC Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 8, the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution. (vi) In lieu of paying the Surcharge in connection with any required capital project, TAC may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.

Surcharges. (i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations (other than taxes) are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Storage Facility Short Haul Pipelines or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 8(b) 7(b), impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMC’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMC’s use of the services or facilities impacted by such new laws or regulations. (ii) TLO shall notify TRMC of any proposed Surcharge to be imposed pursuant to Section 8(b)(i)7(b)(i) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and TRMC then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortizedamortized at an interest rate of no more than LIBOR plus six percent (LIBOR + 6%) as a Surcharge, with the understanding that TLO and TRMC shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities the operating capacities or other performance standards set forth in a Terminal Pipeline Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted. (iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement. (iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge. (A) If within thirty (30) days of such notification provided in Section 8(b)(iv7(b)(iv), TRMC does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either: (1) require TRMC to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or (2) terminate the Tank(s) or other facilities applicable Short Haul Pipeline from this Agreement upon notice to TRMC. (B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period. (v) Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 7, the Parties shall execute an appropriate Pipeline Service Order memorializing the terms of such resolution. (vi) In lieu of paying the Surcharge in connection with any required capital project, TRMC may, at its option, elect to pay the Surcharge by one full cost of the two following methods, to be selected within thirty (30) days of the date TLO notifies TRMC of the proposed Surcharge: (A) TRMC may pay the Surcharge to TLO in full substantial and unanticipated expenditures upon completion of a project; or (B) TRMC may pay a Surcharge in Monthly installments pursuant to the following conditions: (1) the Surcharge payment obligation shall commence upon completion of a project, with the first Surcharge payment to be made in accordance with the first invoice delivered by TLO following completion of the construction. (2) the outstanding principal balance of TRMC’s payment obligation shall bear interest at a per annum rate of nine percent (9%), and shall be repaid in equal Monthly installments of principal and interest, with such payment to be based on the outstanding principal balance 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, 21 or 22, then the remaining unpaid principal balance of TRMC’s will be due and payable within thirty (30) days of the date of such termination hereunder.