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 Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 4:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Ownerif there exists a Defaulting Lender, upon request, for any such Taxes paid each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.15(a)(ii).

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), 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 12.1, 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender's Revolving Credit Commitment Percentage (except as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Lawspecified below). 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 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 Each payment to the validity or amount of any such Taxes or the valuation Administrative Agent of the Taxable Assets (L/C Participants' commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the extent Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 5.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term other Loan Document 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. on such day shall be deemed a payment on such date for the purposes of Section 10.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.15(a)(ii).

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), 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 12.1, 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender's Revolving Credit Commitment Percentage (except as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Lawspecified below). 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 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 Each payment to the validity or amount of any such Taxes or the valuation Administrative Agent of the Taxable Assets (L/C Participants' commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the extent Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 5.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term other Loan Document 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), 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 12.1, 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Lawspecified below). 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 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 Each payment to the validity or amount of any such Taxes or the valuation Administrative Agent of the Taxable Assets (L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the extent Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 5.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term other Loan Document 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), 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 3:00 p.m. 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 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed for purposes each Lender at its Lending Office its pro rata share of Taxes such payment in accordance with such Lender's Commitment Percentage, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the applicable Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(b)(ii), 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 if 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 payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), 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 3:00 p.m. 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 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed for purposes each Lender at its Lending Office its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the applicable Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(b)(ii), 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 if 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 payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed for purposes each Lender at its Lending Office its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the applicable Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 14.3 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(b)(ii), 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 if 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 payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

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 by the Relevant Asset Owner Lessee to the Related Refinery OwnerLessor, the Related Refinery Owner Lessor and the Relevant Asset Owner Lessee shall use commercially reasonable efforts to cause the Taxable Premises and the Relevant Assets (including all Additional Improvements but excluding Shared Access Facilities and any SUMF Assets) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable applicable Law). During the Applicable Term but subject to the provisions of this Section 6.26.1, the Relevant Asset Owner Lessee shall pay all Taxes assessed directly against the Taxable Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner Lessor with evidence of such payment. Until such time as the Related Refinery Owner Lessor and the Relevant Asset Owner Lessee can cause the Taxable Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) to be separately assessed as provided above, the Relevant Asset Owner Lessee shall reimburse the Related Refinery OwnerLessor, upon request, for any such Taxes paid by the Related Refinery Owner Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner Lessor and the Relevant Asset Owner Lessee as to the portion of such Taxes attributable to the Taxable AssetsPremises, the Relevant Assets and the Additional Improvements), subject to the terms of this Section 6.26.1. 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 Lessee may contest the validity or amount of any such Taxes or the valuation of the Taxable Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of them the foregoing may be separately issued), at the Relevant Asset OwnerLessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable applicable Law. If the Relevant Asset Owner Lessee contests such items then the Related Refinery Owner Lessor shall cooperate with the Relevant Asset Owner Lessee in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable AssetsPremises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner Parties based on the portions of such years that are coincident with the applicable tax years and for which each of them applicable Party is responsible.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including without limitation the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or the Notes shall be made not later than 1:00 p.m.(Philadelphia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars (except with respect to Alternate Currency Loans, as to which payments will be made in the currency in which such Alternate Currency Loan was made) 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.(Philadelphia time) on such day shall be deemed a payment on such date for the purposes of Section 11.1 hereof, 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.(Philadelphia time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount L/C Participants commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent, and any amount payable to any Lender under Section 4.6, Section 4.7, Section 4.8, Section 4.9 or Section 13.2 hereof shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity or amount of applicable Lender. Subject to Section 4.1(b)(ii) hereof, if any such Taxes payment under this Agreement or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term Notes 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

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 All and/or any payments owing and/or to be separately assessed made in terms of this Agreement will be: - so made free of exchange and without any deduction of any sort; and - in full and in cash, in the lawful currency of South Africa or in the currency specifically otherwise provided for purposes in Annexure D, by electronic funds transfer into the designated bank account of Taxes the Service Provider set out on Annexure A or as soon may be provided, in Writing, from time to time. The Service Provider hereby appoints the bank set out in Annexure A (and such other bank as reasonably practicable following the Commencement Date it may from time to time nominate) as its duly authorised receipting agent (to or account) into which all payments must be made. To the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2Client makes payment into such bank account, 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 it will not be responsible and/or liable (in respect 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 losses, damages and/or non-payment to the applicable taxing authorities (such reimbursement Service Provider thereafter. The Service Provider hereby authorises and instructs the Client to be based upon pay all invoiced amounts directly into 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)aforementioned bank accounts, subject to the with payments so made in terms of this Section 6.2Agreement being made or be deemed to be so made in full and absolute compliance by the Client of its obligation in terms of this Agreement. VAT Unless the context of the Clause concerned clearly indicates that the amount concerned is inclusive of VAT, all amounts provided for in this Agreement will be exclusive of VAT (if applicable) and any VAT chargeable in respect of matters giving rise to such payments (or other consideration) will be added to such payment or other consideration and paid in addition by the Client. 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 (principle applies to the extent any GST is payable in any country or jurisdiction other than South Africa. All or any VAT arising from the supply of them may any services by any Party to the other Party in terms of this Agreement will become due for payment and will be separately issued), at paid by the Relevant Asset Owner’s sole cost applicable Party forthwith upon presentation of the relevant VAT invoice in the form and expense, containing the particulars prescribed by appropriate proceedings, diligently conducted in good faith Legislation and in accordance with Applicable Lawthe provisions relating to the payment thereof. If The same principle applies to the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner extent any GST is payable in any country or jurisdiction other than South Africa. In the event that VAT is chargeable on any supply under this Agreement for a consideration not consisting or not wholly consisting of money, the Party to whom the supply is made will pay such contesting VAT (or GTST, if applicable) to the Party by whom the supply is made on the same date as such VAT would be payable if the consideration in relation to which it is chargeable was a monetary consideration or if there is no such date within 10 (ten) Business Days of the validity date upon which the supplier of the services and/or goods has served a written demand on the Party to whom the supply is made in respect of such VAT either consisting of or amount accompanied by an invoice in the prescribed form and manner. Any dispute which may arise as to the liability for and/or payment of any such Taxes VAT (or GST, if applicable) or the valuation of the Taxable Assets. Taxes amount thereof will be referred to both Parties’ auditors at that time (acting as independent experts) for the first decision and last years of the Applicable Term shall their decision will be prorated final and binding as between the Related Refinery Owner Parties and carried into effect. To the Relevant Asset Owner based on extent the portions of such years auditors are unable to agree or come to a unanimous decision, that are coincident with dispute will be referred to an independent auditor whose decision will be final and binding as between the applicable tax years Parties and for which each of them is responsiblecarried into effect.

Manner of Payment. Except as otherwise expressly provided herein, each payment by a Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after 1:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon notice receipt by the Relevant Asset Owner Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Pro Rata Share in respect of the relevant facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Related Refinery OwnerAdministrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Related Refinery Owner Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Bank’s fees shall be made in like manner, but for the account of such Issuing Bank. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 2.07.3, 2.10, 2.11 or 10.08 shall be paid to the Relevant Asset Owner Administrative Agent for the account of the applicable Lender. Subject to the definitions of Interest Period and Interest Payment Date, if any payment under this Agreement shall use commercially reasonable efforts to cause the Taxable Assets be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrowers 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 2.14.1(b).

Manner of Payment. Upon notice The principal of and premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts (which shall be in immediately available funds), and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, such principal and premium, if any, and interest thereon shall be payable at the Principal Office of the Trustee, as Paying Agent. Payment of interest on any Interest Payment Date on any Bond shall be made to the Owner thereof as of the close of business on the Record Date immediately prior thereto and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, shall be (i) made by check or draft of the Trustee, as Paying Agent, mailed on the Interest Payment Date to the Owner as of the close of business on the Record Date immediately preceding the Interest Payment Date, at the Owner’s address as it appears on the registration books of the Issuer kept by the Relevant Asset Owner Trustee or at such other address as is furnished to the Related Refinery OwnerTrustee in writing by such Owner not later than the close of business on the Record Date for such Interest Payment Date, or (ii) transmitted by wire transfer to the Related Refinery account with a member of the Federal Reserve System located within the continental United States of America of any Owner which owns at least $1,000,000 in aggregate principal amount of the Bonds and which shall have provided wire transfer instructions to the Relevant Asset Owner shall use commercially reasonable efforts Trustee prior to cause the Taxable Assets to be separately assessed close of business on such Record Date, but, in the case of interest payable in respect of a Flexible Segment, only upon presentation of such Bond (if such Bond is not a Book-Entry Bond) at the Principal Office of the Trustee for purposes of Taxes as soon as reasonably practicable following exchange or transfer in accordance with the Commencement Date (provisions hereof, except, in each case, that, if and to the extent allowed by Applicable Law). During that there shall be a default in the Applicable Term but subject payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid 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 Owners in whose names any such Taxes paid by Bonds are registered at the Related Refinery Owner to close of business on the applicable taxing authorities fifth (such reimbursement to be based upon 5th) Business Day preceding the mutual agreement date 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 defaulted interest. All payments will 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 responsibleimmediately available funds.

Manner of Payment. Upon notice (a) Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars and in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts promptly distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Lawspecified below). 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 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount Lenders’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation Lenders, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made in like manner but for the account of the Taxable Assets (Administrative Agent, and any amount payable to any Lender under Section 6.8, 6.9, 6.10, 6.11 or 15.11 shall be paid to the extent any Administrative Agent in like manner but for the account of them may be separately issuedthe applicable Lender. Subject to Section 6.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 deemed made on the portions next succeeding day which is a Business Day and such extension of time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice (a) Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including any Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes of Taxes notices set forth herein its Revolving Credit Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent on account of the principal of or amount interest on the Swingline Loans or of any such Taxes fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Payment of the Taxable Assets (Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent, and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity or amount of applicable Lender. Subject to Section 4.1(b)(ii) if any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

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 The Base Rentals, for which an Appropriation has been effected by the Relevant Asset Owner City, and, if paid, the Purchase Option Price, shall be paid or prepaid by the City to the Related Refinery OwnerTrustee at its corporate trust office by wire transfer of federal funds, certified funds or other method of payment acceptable to the Trustee in lawful money of the United States of America to the Trustee at its corporate trust office. The obligation of the City to pay the Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals as required under this Article 7 and other sections hereof in any Fiscal Year for which an Appropriation has been effected by the City for the payment thereof shall be absolute and unconditional and payment of the Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals in such Fiscal Years shall not be abated through accident or unforeseen circumstances, or any default by the Trustee under this Lease, or under any other agreement between the City and the Trustee, or for any other reason including without limitation, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Leased Property, commercial frustration of purpose, or failure of the Trustee, to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with this Lease, it being the intention of the parties that the payments required by this Lease will be paid in full when due without any delay or diminution whatsoever, subject only to the annually renewable nature of the City’s obligation hereunder as set forth in Section 7.1 hereof, and further subject to the City’s rights under Section 11.3 hereof; provided, however, that the City shall be authorized to terminate this Lease at any time that there should be action by the legislature of the State, an amendment to the State Constitution, or entry of a court order which results in the obligations imposed upon the City hereunder being illegal, unconstitutional, or otherwise unenforceable. Notwithstanding any dispute between the City and the Trustee, the Related Refinery Owner City shall, during the Lease Term, make all payments of Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals in such Fiscal Years and shall not withhold any Series 2020A Base Rentals, Series 2020B Base Rentals or Additional Rentals, for which an Appropriation has been effected by the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes City, pending final resolution of Taxes as soon as reasonably practicable following the Commencement Date such dispute (except to the extent allowed permitted by Applicable LawSections 9.2 and 10.3 hereof with respect to certain Additional Rentals), nor shall the City assert any right of set-off or counterclaim against its obligation to make such payments required hereunder. During No action or inaction on the Applicable Term but part of the Trustee shall affect the City’s obligation to pay all Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, in such Fiscal Years 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 Article (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 (except to the extent any of them may be separately issuedprovided by Sections 9.2 and 10.3 hereof with respect to certain Additional Rentals), 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 Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or the Note shall be made not later than 1:00 p.m. (Baltimore, Maryland time) on the date specified for payment under this Agreement to the Agent at the Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Baltimore 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. (Baltimore, Maryland 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 Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall use commercially reasonable efforts be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to cause the Taxable Assets Agent of Agent’s fees or expenses shall be made for the account of the Agent and any amount payable to any Lender under any Section of this Agreement relating to payments due to the Lenders shall be paid to the Agent for the account of the applicable Lender. If any payment under this Agreement or the Note shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Anything in 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 foregoing 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 contrary notwithstanding, the portion of such Taxes attributable any interest payment remitted to the Taxable Assets), subject any Lender with respect 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 any Cash Management Loan shall be prima facie evidence of equal only to interest on the existence, payment, nonpayment and amount of advanced by 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)Lender, at the Relevant Asset Owner’s sole cost and expenseapplicable rate, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If from the Relevant Asset Owner contests date 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 Lender advances its Percentage Commitment of such years that are coincident with the applicable tax years and for which each of them is responsibleLoan.

Manner of Payment. Upon notice Eagle shall submit an invoice (each, an “Invoice”) to DFA on each day on which DFA Milk leaves the Plant at DFA’s address set forth above, or at such other location designated by DFA from time to time in writing to Eagle. Each Invoice will reflect the Relevant Asset Owner Costs for the Conversion Activity based on the product of (A) the actual number of pounds of DFA Milk produced, manufactured and/or converted during such Invoice period and (B) the budgeted Tolling Fee per pound of producing, manufacturing and/or converting DFA Milk set forth in the Budget. Payment shall be due on the tenth business day after the Invoice date. On or before the twelfth business day of each month, Eagle shall submit to DFA a financial report for Cost of all Conversion Activity undertaken in the preceding calendar quarter (each, an “Adjusted Budget”), each of which shall reflect the actual Costs incurred by Eagle during the preceding calendar quarter in undertaking the Conversion Activity. If the payment due under an Adjusted Budget represents an amount that is greater than the payments made by DFA pursuant to the Related Refinery Owner, Invoices submitted in 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 calendar quarter covered by such Adjusted Budget (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 Assetsa “Positive Invoice Differential”), subject then the Tolling Fee set forth in the next Invoice submitted 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 DFA shall be prima facie evidence of a charge in 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 LawPositive Invoice Differential. If the Relevant Asset Owner contests payment due under an Adjusted Budget represents an amount that is less than the payments made by DFA pursuant to the Invoices submitted in the calendar month covered by such items Adjusted Budget (a “Negative Invoice Differential”), then the Related Refinery Owner Tolling Fee set forth in the next Invoice submitted to DFA shall cooperate with be a credit in the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable AssetsNegative Invoice Differential. Taxes for the first and last years of the Applicable Term The Negative Invoice Differential shall be prorated between deducted from the Related Refinery Owner and number of subsequent Invoices necessary to render 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 responsibleadjustment complete.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligations) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below), 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. 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of an Issuing Lender’s or amount Fronted L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the applicable Issuing Lender or the valuation Fronted L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(c), 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 if 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 payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice by Tenant shall pay Fixed Monthly Rent and Additional Rent immediately upon the Relevant Asset Owner same becoming due and payable, without demand therefor, and without any abatement, set off or deduction whatsoever, except as may be expressly provided in this Lease. Xxxxxxxx’s failure to submit statements to Tenant stating the Related Refinery Owneramount of Fixed Monthly Rent or Additional Rent then due, including Landlord’s failure to provide to Tenant a calculation of the Related Refinery Owner adjustment as required in Section 3.3 or the Escalation Statement referred to in Article 4, shall not constitute Landlord’s waiver of Tenant’s requirement to pay the Rent called for herein. Tenant’s failure to pay Additional Rent as provided herein shall constitute a material default equal to Tenant’s failure to pay Fixed Monthly Rent when due. Rent shall be payable in advance on the first day of each and every calendar month throughout the Relevant Asset Owner Term, in lawful money of the United States of America, to Landlord at 00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000, or at such other place(s) as Landlord designates in writing to Tenant. Tenant’s obligation to pay Rent shall use commercially reasonable efforts to cause begin on the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Rent Commencement Date (and continue throughout the Term, without abatement, setoff or deduction, except as otherwise specified hereinbelow. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. Concurrent with Xxxxxx’s execution and delivery to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions Landlord of this Section 6.2Lease, the Relevant Asset Owner Tenant shall pay all Taxes assessed directly against to Landlord 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 Fixed Monthly Rent due for the first and last years full month of following 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 responsibleRent Commencement Date.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute in a timely manner to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share 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 such payment in accordance with such Lender's Commitment Percentage 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participant's commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account 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 responsibleLender.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (subject to Article III, including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender's Commitment Percentage (except 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 specified below) 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 Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may contest be. Each payment to the validity or amount Administrative Agent made in connection with a Swingline Loan shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any such Taxes Agent's fees or expenses shall be made for the valuation account of the Taxable Assets (applicable Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 4.1(b)(ii) if any payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Each payment by Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 3:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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 4:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 4:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon notice receipt by the Relevant Asset Owner Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Related Refinery OwnerAdministrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Related Refinery Owner Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Relevant Asset Owner Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall use commercially reasonable efforts to cause the Taxable Assets be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by Borrower to 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.15(a)(ii).

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 Except as specifically provided herein, each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages or, with respect to any such payment in accordance with the terms hereof under the EDC Credit Facility or the Fairfax Credit Facility, as applicable, as may otherwise be due to the EDC Credit Lender or the Fairfax Credit Lender, as applicable (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage or, with respect to any such payment in accordance with the terms hereof under the EDC Credit Facility or the Fairfax Credit Facility, as applicable, as may otherwise be due to the EDC Credit Lender or the Fairfax Credit Lender as applicable (except as specified below) and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall use commercially reasonable efforts be made in like manner, but for the account of the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to cause the Taxable Assets Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 4.1(b)(ii), if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of Taxes as soon as reasonably practicable following time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding anything to the Commencement Date (contrary in this Section, 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 that 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 Revolving Credit Loans made hereunder are made in accordance with Applicable Law. If the Relevant Asset Owner contests Revolving Credit Commitment Percentages of the Lenders, payments with respect to such items then the Related Refinery Owner Revolving Credit Loans shall cooperate be allocated in accordance with the Relevant Asset Owner in any such contesting Revolving Credit Commitment Percentages 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 responsibleLenders.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as applicable, (except as specified below), 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 12.1, 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender's Revolving Credit Commitment Percentage or Term Loan Percentage, as soon applicable, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.3, 5.8, 5.9, 5.10, 5.11 or 14.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice by Each Borrower shall make each payment hereunder and under the Relevant Asset Owner Notes without deduction, setoff or counterclaim not later than 11:00 A.M. (Local Time) on the day when due to the Related Refinery Owner, Administrative Agent at the Related Refinery Owner and Administrative Agent’s Account in the Relevant Asset Owner shall use commercially reasonable efforts to Principal Financial Center for the relevant Currency in same day funds. The Administrative Agent will promptly thereafter cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (distributed like Currency and funds relating to the extent allowed by Applicable Lawpayment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(d). During the Applicable Term but subject , 2.06, 2.08, 2.10 or 8.04(b)) to the provisions Lenders for the account of this Section 6.2their respective Applicable Lending Offices, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly and like funds relating to the applicable taxing authority prior payment of any other amount payable to delinquency and shall promptly thereafter provide any Lender to such Lender for the Related Refinery Owner with evidence account of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets its Applicable Lending Office, in each case 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 applied in accordance with the terms of this Agreement. Upon any Additional Commitment Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 6.22.01(c), and upon the Administrative Agent’s receipt of such Lender’s Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or Current Termination Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption (which shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. The certificate issued or given making by any Borrower of any payment to the appropriate officials authorized or designated by law to issue or give Administrative Agent for the same or to receive payment account of any Lender as herein provided shall pro tanto discharge the relevant obligation of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of Borrower to 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 responsibleLender.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), 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. 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity or amount of applicable Lender. Subject to Section 4.1(b)(ii) if any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

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 Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed for purposes each Lender at its Lending Office its pro rata share of Taxes such payment in accordance with such Lender's Commitment Percentage, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the applicable Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 14.3 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(b)(ii), 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 if 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 payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 3:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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 4:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 4:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.15(a)(ii).

Manner of Payment. Upon notice by the Relevant Asset Owner (a) The principal amount of all Outstandings shall be due and payable to the Related Refinery OwnerAgent for the benefit of each Lender, the Related Refinery Owner Competitive Bid Lender, each L/C Issuer or the Swing Line Lender, as the case may be, in full on the Termination Date applicable to such Lender, Competitive Bid Lender, L/C Issuer or Swing Line Lender, as the case may be, or earlier as specifically provided herein. Such principal amount shall be recorded in Dollars as set forth in Section 2.3. The repayment of such principal amount shall be made in Dollars if the Loan was made in Dollars. If the Loan was made in an Alternative Currency, the portion of the Revolving Credit Outstandings attributable to each Advance (or the Continuation thereof) and the Relevant Asset Owner portion of Competitive Bid Outstandings attributable to each Competitive Bid Borrowing (each as determined from the Agent’s records) shall use commercially reasonable efforts to cause be repaid in the Taxable Assets same Alternative Currency as such Advance or Competitive Bid Borrowing. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be separately assessed for purposes paid by or on behalf of Taxes as soon as reasonably practicable following the Commencement Date (Borrower to the extent allowed by Applicable Law). During Lenders, the Applicable Term but subject Competitive Bid Lenders, the Agent, each L/C Issuer or the Swing Line Lender with respect to any Loan, shall be made to the provisions Agent (i) in Dollars at the Principal Office in the case of this Section 6.2Loans made in Dollars and (ii) in the same Alternative Currency at the Funding Bank in the case of Loans made in Alternative Currencies, in immediately available funds without setoff, recoupment, deduction or counterclaim on or before 2:00 P.M. on the Relevant Asset Owner date such payment is due; provided that in the case of Competitive Bid Loans made in Alternative Currencies, such payment shall pay all Taxes assessed directly against the Taxable Assets directly be made to the applicable taxing authority Competitive Bid Lender at the Funding Bank. The Borrower shall give the Agent not less than one (1) Business Day prior written notice of any payment of principal, such notice to be given prior to delinquency 2:00 P.M. and shall promptly thereafter provide to specify the Related Refinery Owner with evidence of such payment. Until such time as date the Related Refinery Owner payment will be made and the Relevant Asset Owner can cause Loan to which payment relates. In the Taxable Assets to be separately assessed as provided abovecase of Loans made in Dollars, the Relevant Asset Owner Agent may, but shall reimburse not be obligated to, debit 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 payment from any one or amount of any such Taxes or the valuation more ordinary deposit accounts 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 Borrower 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 responsibleAgent.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), 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. 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Section 4.9, Section 4.10, Section 4.11 or Section 13.3 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity or amount of applicable Lender. Subject to Section 4.1(b)(ii) if any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including, without limitation, the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Cleveland time) on the date specified for payment under this Agreement to the Agent at the Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), 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. (Cleveland time) on such day shall be deemed a payment on such date for the purposes of Section 12.1 hereof, 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. (Cleveland 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 the Relevant Asset Owner Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage (except 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 specified below) 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 Each payment to the validity Agent of the Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Agent of Agent’s fees or expenses shall be made for the account of the Taxable Assets (Agent, and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 14.2 hereof shall be paid to the extent any of them may be separately issued), at Agent for 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 account of the validity applicable Lender. Subject to Section 4.1(b)(ii) hereof, if any payment under this Agreement or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term Loan Document 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) prorata in accordance with their respective Commitment Percentages (except as specified below), 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. 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its prorata share of Taxes such payment in accordance with such Lender’s Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent on account of the principal of, or amount interest on, the Swingline Loans or of any such Taxes fee, commission or other amount payable to the Swingline Lenders shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity or amount of applicable Lender. Subject to Section 4.1(b)(ii) if any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as applicable, (except as specified below), 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 12.1, 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts promptly distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender's Revolving Credit Commitment Percentage or Term Loan Percentage, as soon applicable, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 14.2 shall be promptly paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

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 Relevant Asset Owner 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 Related Refinery Owner, Loan 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 2.9 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 Law2.8. 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 Loan 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 Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. on such day shall be deemed a payment on such date for the purposes of Section 10.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or 59442126_10 interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.15(a)(ii).

Manner of Payment. Upon notice by Tenant shall pay Fixed Monthly Rent and Additional Rent immediately upon the Relevant Asset Owner same becoming due and payable, without demand therefor, and without any abatiment except as set forth in this Lease, set off or deduction whatsoever, except as may be expressly provided in this Lease. Landlord's failure to submit statements to Tenant stating the Related Refinery Owneramount of Fixed Monthly Rent or Additional Rent then due, including Landlord's failure to provide to Tenant a calcdlation of the Related Refinery Owner adjustment as required in Section 3.3 or the Escalation Statement referred to in Artiqle 4, shall not constitute Landlord's waiver of Tenant's requirement to pay the Rent called for herein, unless Landlord fails to provide an Escalation Statement described in Article 4 within three (3) years after the calendar year to which such Escalation Statement is applicable, in which event Landlord shalllbe deemed to have waived its right to collect any Additional Rent for such calendar year for which Tenant had not theretofore been billed. Tenant's failure to pay Additional Rent as, provided herein shall constitute a material default equal to Tenant's failure to pay Fixed Monthly Rent when due. Rent shall be payable in advance on the first day of each and every calendar month throughout the Relevant Asset Owner Term, in lawful money of the United States of America, to Landlord at 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place(s) as Landlord designates in writing to Tenant. Tenant's obligation to pay Rent shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following begin on the Commencement Date (and continue throtighout the Tenn, without abatement, setoff or deduction, except as otherwise specified hcreinbelow. Concurrent with Tenant's execution and delivery to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions Landlord of this Section 6.2Lease, the Relevant Asset Owner Tenant shall pay all Taxes assessed directly against to Landlord 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 Fixed Monthly Rent due for the first and last years month 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 responsibleTerm.

Manner of Payment. Upon notice (a) Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including any Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each Lender at its address for notices set forth herein its Commitment Percentage (except as specified below). Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the L/C Participants, as the case may be. Payment of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent, and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the Relevant Asset Owner Administrative Agent for the account of the applicable Lender. Subject to Section 4.1(b)(ii) if any payment under this Agreement shall use commercially reasonable efforts to cause the Taxable Assets be specified to be separately assessed for purposes made upon a day that is not a Business Day, it shall be made on the next succeeding day that is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along 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 Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 8.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.10, 4.11, 10.3 or 10.4(d) shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 4.15(a)(ii).

Manner of Payment. Upon notice Each payment by a Credit Party on account of the Relevant Asset Owner principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Such payments shall be made no later than 2:00 p.m. (Charlotte time) on the Related Refinery Owner relevant date. Any payment received after 1:00 p.m. (Charlotte time) but before 2:00 p.m. (Charlotte time) on a due date 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. Each payment to the Administrative Agent of the L/C Fees shall be made in like manner, but for the account of the Issuing Lenders and the Relevant Asset Owner L/C Participants. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall use commercially reasonable efforts be made for the account of the Administrative Agent and any amount payable to cause any Lender under Section 2.5, 2.6, 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the Taxable Assets Administrative Agent for the account of the applicable Lender. The Administrative Agent shall distribute any such payments received by it for the account ofany other Lender to such Lender promptly following receipt thereof and shall wire advice of the amount of such credit to such Lender. Subject to Section 4.l(b)(ii), if any payment under this Agreement or any Note shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along 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.37 SECTION 4.5

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 by Landlord, and (b) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection), in each case at the times provided herein without setoff or counterclaim. If Tenant pays Fixed Rent by wire transfer, then Tenant shall not be in default of Tenant’s obligation to pay any such Fixed Rent if and for so long as Tenant shall timely comply with Landlord’s wire instructions in connection with such payments. If Tenant shall have timely complied with Landlord’s instructions pertaining to a wire transfer, but the funds shall thereafter have been misdirected or not accounted for properly by the recipient bank designated by Landlord, then the same shall not relieve Tenant’s obligation to make the payment so wired, but shall toll the due date for such payment until the wired funds shall have been located. 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 applicable taxing authority date of Landlord’s receipt thereof at the lesser of (i) the base rate from time to time announced by Citibank, N.A. (or if Citibank, N.A. shall not exist, such other major bank in New York, New York as shall be designated by Landlord in a notice to Tenant) to be in effect at its principal office in New York, New York (the “Base Rate”) plus 3% per annum and (ii) the maximum rate permitted by law. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the thirtieth (30th) day after the date of Landlord’s invoice therefor. All bills, invoices and statements rendered to Tenant with respect to this Lease shall be binding and conclusive on Tenant subject to Section 7.13 hereof. Notwithstanding anything to the contrary contained in this Lease, Fixed Rent shall be due and payable on the first day of the month and failure to pay such Rent on or prior to delinquency the first day of any month shall be considered a default under this Lease and interest 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 accrue 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 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 shall be prima facie evidence of the existence, payment, nonpayment 3.07 from 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 after the first day the Rent becomes due 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 responsiblepayable.

Manner of Payment. Upon notice All payments will be made in United States of America (“United States”) dollars in immediately available funds without defense, set-off, counterclaim or deduction of any kind on the due dates of such payments. Payments will be made to the Payee’s address set forth in this Note (or such other payment address as may be designated by the Relevant Asset Owner Payee upon written notice to the Related Refinery OwnerMaker) by 11:00 a.m. (time at the payment address) on the due date for such payments. If any payment on this Note will be due and payable on any day that is not a Business Day, such payment will be deemed due on the next following Business Day, and interest will be payable at the interest rate on this Note (including the Default Interest Rate, as applicable) through such Business Day. Payment received by the Payee at the payment address after 11:00 a.m. (time at the payment address) will be deemed to have been made on the next Business Day after such receipt in the Payee’s discretion. Any payments by check will be accepted subject to collection in immediately available funds. Payments will be applied to interest, principal, late charges, fees and Collection Costs (herein defined) in such order as the Payee may determine in the Payee’s discretion. If at any time any payment made by the Maker under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Maker or for any other reason, the Related Refinery Owner and Maker’s obligation to make such payment under this Note will be reinstated as though such payment had not been made. As used in this Note, “Business Day” means any day that is (a) a Monday, Tuesday, Wednesday, Thursday or Friday on which banks in 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 Governing Jurisdiction (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 herein defined) are open for the first transaction of a substantial part of their commercial banking business and last years of (b) not a legal holiday in 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 responsibleGoverning Jurisdiction.

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 Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Eastern time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders pro rata in accordance with their respective Revolving Credit Commitment Percentages in the case of Extensions of Credit or Existing L/C Commitment Percentages in the case of the Existing Letter of Credit, 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. (Eastern 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. (Eastern time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage, with respect to Extensions of Credit 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 (in accordance with such Lender's Existing L/C Commitment Percentage with respect to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions Existing Letter 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 Credit 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 4.1(b)(ii) if any payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. on such day shall be deemed a payment on such date for the purposes of Section 9.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 4.15(a)(ii).

Manner of Payment. Upon notice (a) Each payment by the Relevant Asset Owner Borrowers on ----------------- account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement with respect to the Revolving Credit Loans, the Related Refinery Owner Letters of Credit or any Revolving Credit Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders having a Revolving Credit Commitment (other than as set forth below) pro rata in accordance with their respective Revolving --- ---- Credit Commitment Percentages, (except as specified below) in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever, (b) each payment to the Relevant Asset Owner Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts shall use commercially reasonable efforts be made in like manner, except for the account of the Swingline Lender, (c) each payment by the Borrowers on account of the principal of or interest on the Term A Loans or of any fee, commission or other amounts payable to cause the Taxable Assets Lenders under this Agreement with respect to the Term A Loans or any Term A Note shall be separately assessed made in like manner, for the account of the Lenders having a Term A Loan Commitment pro rata --- ---- in accordance with their respective Term A Loan Percentages and shall be made without any set-off, counterclaim or deduction whatsoever, (d) each payment by the Borrowers on account of the principal of or interest on the Term B Loans or of any fee, commission or other amounts payable to the Lenders under this Agreement with respect to the Term B Loans or any Term B Note shall be made in like manner, for the account of the Lenders having a Term B Loan Commitment pro --- rata in accordance with their respective Term B Loan Percentages and shall be ---- made without any set-off, counterclaim or deduction whatsoever and (e) any other amounts payable to the Lenders under this Agreement shall be made in like manner pro rata based on its or their respective share in the Obligation with respect --- ---- to which such payment was received 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 Taxes as soon as reasonably practicable following Section 12.1, but for all other purposes shall be deemed to have been made on the Commencement Date next succeeding Business Day. Any payment received after 3:00 p.m. (Charlotte time) shall be deemed to have been made on the extent allowed next succeeding Business Day for all purposes. Upon receipt by Applicable Law). During the Applicable Term but subject to the provisions Administrative Agent of this Section 6.2each such payment, the Relevant Asset Owner Administrative Agent shall pay all Taxes assessed directly against the Taxable Assets directly distribute to the each Lender at its address for notices set forth herein its pro --- rata share of such payment in accordance with such Lender's Revolving Credit ---- Commitment Percentage, Term A Loan Percentage and/or Term B Loan Percentage, as applicable taxing authority prior to delinquency (except as specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participant, as the case may be. Each payment to the Administrative Agent of the Taxable Assets (Administrative Agent's or Issuing Lender's fees or expenses shall be made for the account of the Administrative Agent or Issuing Lender, as the case may be, and each amount payable by the Borrowers to the extent any of them may Swingline Lender with respect to the Swingline Note shall be separately issued), at made to the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If Administrative Agent for the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting account of the validity Swingline Lender, and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or amount of any such Taxes or 14.2 shall be paid to the valuation Administrative Agent for the account of the Taxable Assetsapplicable Lender. Taxes for the first and last years of the Applicable Term Subject to Section 5.1(b)(ii) if any payment under this Agreement or any 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages, Term Loan B Commitment Percentages, Term Loan C Commitment Percentages or Incremental Term Loan Percentages, as applicable, (except as specified below), 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. on such day shall be deemed a payment on such date for the purposes of Section 12.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage, Term Loan B Commitment Percentage, Term Loan C Commitment Percentage or Incremental Term Loan Commitment Percentage, as soon applicable (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 5.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice (a) Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Eastern time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders pro rata in accordance with their respective Commitment Percentages, 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. (Eastern time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, 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. (Eastern time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage, with respect to be separately assessed for purposes Extensions 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 Credit 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 14.2 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 5.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account ----------------- of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Philadelphia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages --- ---- (except as specified below), 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. (Philadelphia 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. (Philadelphia time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such --- ---- Lender's Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the extent any Administrative Agent for the account 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 Lawapplicable Lender. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner Subject to Section 4.1(b)(ii) in any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee or other amounts (including without limitation the Reimbursement Obligations and interest accrued thereon) payable to the Related Refinery OwnerLenders, the Related Refinery Owner and Issuing Bank or the Relevant Asset Owner Agent under this Agreement or any Note shall use commercially reasonable efforts to cause be made not later than 2:00 p.m. (New York time) on the Taxable Assets to be separately assessed date specified for purposes of Taxes as soon as reasonably practicable following the Commencement Date (payment under this Agreement to the extent allowed by Applicable Law). During Agent for the Applicable Term but subject account of the Lenders, proportionately in accordance with their Commitment Percentage (except in the case of (a) payments made with respect to the provisions commitment fees pursuant to Section 5.2(b), (b) payments of this interest made with respect to New Facility Loans, which shall be made pro rata in accordance with each New Facility Lender's outstanding New Facility Loans, (c) mandatory prepayments of principal of New Facility Loans, which shall be made in accordance with Section 6.23.3(b), and (d) payments made by the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly Borrower 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 Issuing Bank in respect of the Related Refinery Owner and the Relevant Asset Owner as Reimbursement Obligations pursuant 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 issued4.3), at the Relevant Asset Owner’s sole cost Agent's Office, in Dollars, in immediately available funds and expenseshall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 5:00 p.m. (New York time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 5:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by appropriate proceedingsthe Agent from the Borrower of each such payment, diligently conducted in good faith the Agent shall promptly credit each New Facility Lender's account with its pro rata share of such payment in accordance with Applicable Lawsuch New Facility Lender's Commitment Percentage (except in the case of payments made with respect to New Facility Loans, which shall be made pro rata in accordance with each New Facility Lender's outstanding New Facility Loans and except in the case of payment made by the Borrower to the Issuing Bank in respect of the Reimbursement Obligations on the Reimbursement Date pursuant to Section 4.3)) and shall wire advice of the amount of such credit to each New Facility Lender. Each payment to the Agent of Agent's fees or expenses or to the Issuing Bank of its fees and expenses and each L/C Participant of any fees owing thereto shall be made in like manner, but for the account of the Agent, Issuing Bank or L/C Participant, as the case may be. If any payment under this Agreement or any Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the Relevant Asset Owner contests next succeeding day which is a Business Day and such items then the Related Refinery Owner extension of time shall cooperate in such case be included in computing any interest if payable along with the Relevant Asset Owner in any such contesting payment; provided, that if such extension would cause payment of the validity interest on or amount principal of any Loan to be made in the next calendar month, such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term payment shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based made on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblenext preceding Business Day.

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 any of them may be separately issuedSection 4.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) PRO RATA in accordance with their respective Commitment Percentages, 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. On the Business Day that each such payment is deemed made, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth in this Agreement its PRO RATA share 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 such payment in accordance with 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 3.4 such Lender's Commitment Percentage 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; PROVIDED that if the Administrative Agent fails to distribute such funds on the date on which any payment is deemed made, the Administrative Agent shall pay interest thereon at the Federal Funds Rate from the date such payment is received until the date such funds are distributed by the Administrative Agent. The Relevant Asset Owner may contest Each payment to the validity or amount Administrative Agent of any such Taxes the Administrative Agent's fees or the valuation expenses of the Taxable Assets (Administrative Agent or the Issuing Lender shall be made for the account of the Administrative Agent. Each payment 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 Administrative Agent of the validity Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Any amount payable to any Lender under Sections 3.7, 3.8, 3.12 or 13.2 shall be paid to the Administrative Agent for the account 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 responsibleLender.

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 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 New York Clearing House Association member bank, in each case at the times provided herein without notice or demand and without setoff or counterclaim. If Landlord shall direct Tenant to pay Fixed Rent by wire transfer, then Tenant shall not be in default of Tenant's obligation to pay any such Fixed Rent if and for so long as Tenant shall timely comply with Landlord's wire instructions in connection with such payments. If Tenant shall have timely complied with Landlord's instructions pertaining to a wire transfer, but the funds shall thereafter have been misdirected or not accounted for properly by the recipient bank designated by Landlord, then the same shall not relieve Tenant's obligation to make the payment so wired, but shall toll the due date for such payment until the wired funds shall have been located. 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 applicable taxing authority date of Landlord's receipt thereof at the lesser of (i) the base rate from time to time to announced by Citibank, N.A. (or if Citibank, N.A. shall not exist, such other major bank in New York, New York as shall be designated by Landlord in a notice to Tenant) to be in effect at its principal office in New York, New York (the "BASE RATE") plus 3% per annum or (ii) the maximum rate permitted by law. 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 Landlord's invoice therefor. All bills, invoices and statements rendered to Tenant with respect to this Lease shall be binding and conclusive on Tenant subject to Section 6.13 hereof. Notwithstanding anything to the contrary contained in this Lease, Rent shall be due and payable on the first day of the month and failure to pay such Rent on or prior to delinquency the first day of any month shall be considered a default under this Lease and interest 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 accrue 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 in this SECTION 2.08 from 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 after the first day the Rent becomes due 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 responsiblepayable.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) PRO RATA in accordance with their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as applicable, (except as specified below), 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 12.1, 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts promptly distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its PRO RATA share of Taxes such payment in accordance with such Lender's Revolving Credit Commitment Percentage or Term Loan Percentage, as soon applicable, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the 42 Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 14.2 shall be promptly paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), 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. on such day shall be deemed a payment on such date for the purposes of Section 12.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Commitment Percentage, (except as specified below) and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall use commercially reasonable efforts be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to cause the Taxable Assets Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along 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.SECTION 5.5

Manner of Payment. Upon notice Other Specified Currencies Payment of any amount payable on any Supplemental Obligation in a Required Currency other than U.S. dollars will be made by the Relevant Asset Owner wire transfer of immediately available funds to such account as is maintained in such Required Currency at a bank or other financial institution acceptable to the Related Refinery Owner, the Related Refinery Owner Bank and the Relevant Asset Owner Trustees and as 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 have been designated at least five Business Days prior to the applicable taxing authority prior payment date by the Person entitled to delinquency and shall promptly thereafter provide receive such payment; provided that, in the Related Refinery Owner with evidence case of any such payment due on the Maturity shown therein of the principal or on any redemption date 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 Supplemental Obligation (other than any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement payment of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assetsinterest that first becomes due on an Interest Payment Date), subject to Section 6 below, this Security must be surrendered at the terms office or agency of this Section 6.2. the Bank maintained for that purpose in The certificate issued City of New York (or given at any other office or agency maintained by the appropriate officials authorized or designated by law Bank for that purpose) in time for the Paying Agent to issue or give the same or to receive make such payment of in 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 funds in accordance with Applicable Lawits normal procedures. Such account designation shall be made by transmitting the appropriate information to the U.S. Trustee at its Corporate Trust Office, 0000 X. Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 XXX, by mail, hand delivery, telecopier or in any other manner approved by the U.S. Trustee. Unless revoked, any such account designation made with respect to any Supplemental Obligation by the Holder hereof will remain in effect with respect to any further payments with respect to such Supplemental Obligation payable to such Holder. If a payment in a Required Currency other than U.S. dollars with respect to any Supplemental Obligation cannot be made by wire transfer because the Relevant Asset Owner contests required account designation has not been received by the U.S. Trustee on or before the requisite date or for any other reason, the Bank will cause a notice to be given to the Holder of this Security at its registered address requesting an account designation pursuant to which such items then wire transfer can be made and such payment will be made within five Business Days after the Related Refinery Owner shall cooperate Trustee’s receipt of such a designation meeting the requirements specified above, with the Relevant Asset Owner same force and effect as if made on the due date. The Bank will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect to this Security, but any such contesting tax, assessment or other governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from the validity or amount of any such Taxes payment by the Bank 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 responsiblePaying Agent.

Manner of Payment. Upon notice Each payment by a Credit Party on account of the Relevant Asset Owner principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery Owner, Lenders under this Agreement or any Note shall be made on the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed date specified for purposes of Taxes as soon as reasonably practicable following the Commencement Date (payment under this Agreement to the extent allowed by Applicable LawAdministrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below). 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 in Dollars (other than as set forth below), in immediately available funds and shall promptly thereafter provide be made without any set-off, counterclaim or deduction whatsoever. Payment of principal of, interest on or any other amount relating to any Offshore Currency Loan shall be made in the Related Refinery Owner with evidence of Offshore Currency in which such paymentLoan is denominated or payable. Until Such payments, if denominated in Dollars, shall be made no later than 2:00 p.m. (Charlotte time) on the relevant date and, if denominated in an Offshore Currency, by such time as the Related Refinery Owner Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. Any payment denominated in Dollars received after 1:00 p.m. (Charlotte time) but before 2:00 p.m. (Charlotte time) on a due date 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 denominated in Dollars received after 2:00 p.m. (Charlotte time), or any payment denominated in an Offshore Currency received after the relevant time determined by the Administrative Agent, shall be deemed to have been made on the next succeeding Business Day for all purposes. Each payment to the Administrative Agent of the L/C Fees shall be made in like manner, but for the account of the Issuing Lenders and the Relevant Asset Owner can cause L/C Participants. Each payment to the Taxable Assets Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 2.5, 2.6, 4.8, 4.9, 4.10, 4.11 or 13.2 shall be separately assessed as provided above, paid to the Relevant Asset Owner Administrative Agent for the account of the applicable Lender. The Administrative Agent shall reimburse the Related Refinery Owner, upon request, for distribute any such Taxes paid payments received by it for the Related Refinery Owner account of any other Lender to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement Lender promptly following receipt thereof and shall 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 such 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 any of them may be separately issuedSection 4.l(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. on such day shall be deemed a payment on such date for the purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall use commercially reasonable efforts be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to cause the Taxable Assets Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 4.9, Section 4.10, Section 4.11 or Section 11.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to Defaulting Lender hereunder shall be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon requestapplied in accordance with Section 4.15(a)(ii). If, for any reason, the Borrower is prohibited by any law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such Taxes paid by payment in Dollars in the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement Dollar Equivalent 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 Alternative Currency 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 responsibleamount.

Manner of Payment. Upon notice Each payment (including repayments described in Article II) by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any 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 pro rata in accordance with their respective Commitment Percentages (except as otherwise explicitly provided herein with respect to fees) 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 the Relevant Asset Owner Agent shall use commercially reasonable efforts credit each Lender's account with its pro rata share of such payment in accordance with such Lender's Commitment Percentage (except as otherwise explicitly provided herein with respect 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 fees) 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 Each payment to the validity Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation of L/C Participants, as the Taxable Assets (case may be. Subject to the extent any of them may be separately issuedSection 4.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of ----------------- the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their --- ---- respective Commitment Percentages (except as specified below), 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in --- ---- accordance with such Lender's Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account 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 responsibleLender.

Manner of Payment. Upon notice (a) Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the - Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender's Commitment Percentage (except as specified below) and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender's fees or L/C Participants' commissions shall use commercially reasonable efforts be made in like manner, but for the account of the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to cause the Taxable Assets Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 4.1(b)(ii), if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of Taxes as soon as reasonably practicable following time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding anything to the Commencement Date (contrary in this Section, 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 that 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 Revolving Credit Loans made hereunder are made in accordance with Applicable Law. If the Relevant Asset Owner contests Revolving Credit Commitment Percentages of the Lenders, payments with respect to such items then the Related Refinery Owner Revolving Credit Loans shall cooperate be allocated in accordance with the Relevant Asset Owner in any such contesting Revolving Credit Commitment Percentages 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 responsibleLenders.

Manner of Payment. Upon notice the occurrence of any event triggering the(iv) prepayment requirement under clause (i), (ii) or (iii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and, upon receipt of such notice, the Administrative Agent shall promptly so notify the Term Loan Lenders. Each prepayment of the Term Loans under this Section shall be applied ratably among the then outstanding Term Loans (unless otherwise agreed by the Relevant Asset Owner Term Loan Lenders) and such prepayment shall reduce the remaining scheduled principal installments of the applicable Term Loans on a pro rata basis. Prepayment of LIBOR Rate Loans. Each prepayment shall be accompanied by(v) any amount required to be paid pursuant to Section 5.9; provided that, so long as no Default or Event of Default shall have occurred and be continuing, if any prepayment of LIBOR Rate Loans is required to be made under this Section 4.4(b) prior to the Related Refinery Ownerlast day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 4.4(b) in respect of any such LIBOR Rate Loan prior to the last day of the Interest Period therefor, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts Borrower may, in its sole discretion, deposit an amount sufficient to cause the Taxable Assets make any such prepayment otherwise required to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (made thereunder together with accrued interest to the extent allowed by Applicable Law). During the Applicable Term but last day of such Interest Period into an account held at, and subject to the sole control of, the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Credit Party) to apply such amount to the prepayment of such Term Loans in accordance with this Section 4.4(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Credit Party) to apply such amount to the prepayment of the outstanding Term Loans in accordance with the relevant 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 Assets4.4(b), 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 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 Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee or other amounts (including without limitation the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 2:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Agent for the account of the Lenders pro rata in accordance with their respective Commitment Percentages 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 5:00 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 5:00 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 the Relevant Asset Owner Agent shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes promptly credit each Lender's account with its pro rata share 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 such payment in accordance with such Lender's Commitment Percentage 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 Each payment to the validity Agent of Agent's fees or amount expenses or to the Issuing Lender of its fees and expenses and each L/C Participant of any such Taxes or fees owing thereto shall be made in like manner, but for the valuation account of the Taxable Assets (to Agent, Issuing Lender or L/C Participant, as the extent any of them case 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 Lawbe. If any payment under this Agreement or any Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the Relevant Asset Owner contests next succeeding day which is a Business Day and such items then the Related Refinery Owner extension of time shall cooperate in such case be included in computing any interest if payable along with the Relevant Asset Owner in any such contesting payment; provided, that if such extension would cause payment of the validity interest on or amount principal of any LIBOR Rate Loan to be made in the next calendar month, such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term payment shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based made on the portions of such years that are coincident with the applicable tax years and for which each of them is responsiblenext preceding Business Day.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. Local Time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office (or, with respect to the Designated Currency Tranche, in the city of the Designated Currency Payment Office) for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages of their respective Credit Facilities (except as specified below), in Dollars or, if applicable under the Designated Currency Tranche, the Related Refinery Owner Agreed Currency therefor, 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. Local Time on such day shall be deemed a payment on such date for the Relevant Asset Owner purposes of Section 11.1, but for all other purposes shall use commercially reasonable efforts be deemed to cause have been made on the Taxable Assets next succeeding Business Day. Any payment received after 2:00 p.m. Local Time shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of an Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of Taxes as soon as reasonably practicable following time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the foregoing provisions of this Section 6.2Section, if, after the Relevant Asset Owner shall pay all Taxes assessed directly against making of any Loan in any Foreign Currency, currency control or exchange regulations are imposed in the Taxable Assets directly country which issues such currency with the result that the type of currency in which such Loan was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the applicable taxing authority prior Administrative Agent for the account of the Lenders in such Original Currency, then all payments to delinquency and be made by the Borrower hereunder in such currency shall promptly thereafter provide instead be made when due in Dollars in an amount equal to the Related Refinery Owner with evidence Dollar Amount (as of the date of repayment) of such payment. Until such time as payment due, it being 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 intention of the Related Refinery Owner and parties hereto that 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 Borrower takes all risks of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount imposition of any such Taxes currency control 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 responsibleexchange regulations.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 4.1(b)(ii) if any payment under this Agreement, any Note or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term other Loan Document 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any 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 at the Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, 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. Promptly upon receipt by the Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share 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 such payment in accordance with such Lender's Commitment Percentage 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 Each payment to the validity Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Agent of Agent's fees or expenses shall be made for the account of the Taxable Assets (Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the extent any of them may be separately issued), at Agent for 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 account 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 responsibleLender.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on any Loan or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders (or the Issuing Lender) under this Agreement or any Note shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages, Term Loan Commitment Percentages or Incremental Term Loan Percentages, as applicable, (except as specified below), 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. on such day shall be deemed a payment on such date for the purposes of Section 13.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage, Term Loan Commitment Percentage or Incremental Term Loan Commitment Percentage, as soon applicable (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender’s or amount L/C Participants’ fees shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of the Taxable Assets (Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 6.9, 6.10, 6.11 or 15.2 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 6.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice by On or before the Relevant Asset Owner Commencement Date, with respect to estimated Operating Expenses payable during the Related Refinery Ownerfirst calendar year of the Term, and December 31 of each calendar year during 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 Term, or as soon thereafter as reasonably practicable following practicable, Landlord shall furnish to Tenant a statement setting forth the estimated Operating Expenses for the subsequent calendar year. On the Commencement Date (to Date, and on the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions first day of this Section 6.2each calendar month during each ensuing calendar year, the Relevant Asset Owner Tenant shall pay all Taxes assessed directly against in advance to Landlord Tenant's Share of one-twelfth (1/12th) of the Taxable Assets directly most recent estimated Operating Expenses; provided, however, that if such notice is not given in December, Tenant shall continue to pay to Landlord Tenant's Share of one-twelfth (1/12th) of the applicable taxing authority prior Estimated Operating Expenses of the previous calendar year until the month after such statement is given. Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Landlord shall furnish to delinquency and shall promptly thereafter provide Tenant a statement of the Related Refinery Owner with evidence actual Operating Expenses for such calendar year. If Tenant's Share 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 estimated Operating Expenses paid by the Related Refinery Owner to the applicable taxing authorities Tenant during such calendar year is (such reimbursement to be based upon the mutual agreement x) less than Tenant's Share of the Related Refinery Owner and actual Operating Expenses for such period as shown on Landlord's statement, then Tenant shall pay the Relevant Asset Owner as difference to Landlord within thirty (30) days after the portion date of such Taxes attributable to the Taxable Assets)Landlord's statement, 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 (y,) more than Tenant's Share of the existenceactual Operating Expenses for such period, payment, nonpayment and then Tenant shall receive a credit on the Rent next due for the amount of such Taxes. The Relevant Asset Owner may contest excess, or, if the validity or amount of any such Taxes or the valuation of the Taxable Assets (statement is given by Landlord with respect to the extent any of them may be separately issued)calendar year in which the Term expires, at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance Landlord shall pay such excess to Tenant together 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 responsiblestatement.

Manner of Payment. Upon notice Each payment (including repayments or prepayments described in Articles II and III) by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders or the Disbursing Agent under this Agreement or any Note shall be made not later than 2:00 p.m. (Atlanta time) on the date specified for payment under this Agreement to the Disbursing Agent for the account of the Lenders pro rata (other than as set forth in the last sentence of this Section) in accordance with their respective Commitment Percentages at the Disbursing 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 5:00 p.m. (Atlanta 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 5:00 p.m. (Atlanta time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Disbursing Agent of each such payment, the Related Refinery Owner Disbursing Agent shall credit each Lender's account with its pro rata share (other than as set forth in the last sentence of this Section) of such payment in accordance with such Lender's Commitment Percentage and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Disbursing Agent of fees, expenses or other compensation of the Agent, the Disbursing Agent or the Issuing Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Agent, Disbursing Agent or Issuing Lender, as the case may be. Each payment to cause the Taxable Assets Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. If any payment under this Agreement or any Note shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time shall in such case be included in computing any interest due hereunder; provided, that if such extension would cause payment 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 interest on or principal of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets any LIBOR Rate Loan to be separately assessed as provided abovemade in the next calendar month, such payment shall be made on the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for next preceding Business Day. All amounts payable to 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 AssetsLender under Sections 4.7(c), subject 4.8, 4.9 and 4.10 shall be payable to such Lender in accordance with 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 responsibleSections.

Manner of Payment. Upon notice (a) Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the - Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall use commercially reasonable efforts be made in like manner, but for the account of the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to cause the Taxable Assets Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 4.1(b)(ii), if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of Taxes as soon as reasonably practicable following time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding anything to the Commencement Date (contrary in this Section, 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 that 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 Revolving Credit Loans made hereunder are made in accordance with Applicable Law. If the Relevant Asset Owner contests Revolving Credit Commitment Percentages of the Lenders, payments with respect to such items then the Related Refinery Owner Revolving Credit Loans shall cooperate be allocated in accordance with the Relevant Asset Owner in any such contesting Revolving Credit Commitment Percentages 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 responsibleLenders.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. on such day shall be deemed a payment on such date for the purposes of Section 10.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.15(a)(ii).

Manner of Payment. Upon notice All User Lease Rent and User Supplemental Rent (other than Excepted Property) shall be paid by the Relevant Asset Owner User Lessee to the Related Refinery OwnerUser Lessor at its principal office as set forth in Schedule I to the Participation Agreement, or to such other address as the User Lessor shall specify, in immediately available funds consisting of Dollars, so that the User Lessor receives the full amount of such payment no later than 1:00 p.m. (New York time) on the due dates thereof, provided, however, that with respect to (i) User Lease Rent not otherwise prepaid on the Closing Date pursuant to Section 3(f) hereof and (ii) User Supplemental Rent, until all of the obligations of the LesseeLessees under the Operative Documents shall have been paid and performed in full, the Related Refinery Owner User Lessor hereby directs, and the Relevant Asset Owner User Lessee hereby agrees, that all User Lease Rent and User Supplemental Rent (other than Excepted Property) 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 paid 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 wire transfer 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 Trust, or so long as the Related Refinery Owner and Lien of the Relevant Asset Owner can cause Loan Agreement shall not have been discharged pursuant to Section 7.017.1 thereof to the Taxable Assets Lender, to be separately assessed their respective accounts as provided above, set forth in Schedule I to the Relevant Asset Owner shall reimburse Participation Agreement or as the Related Refinery Owner, upon request, for any such Taxes paid Lender may otherwise direct in a written notice received by the Related Refinery Owner User Lessee at least ten (10) days prior to the applicable taxing authorities (payment date. If any User Lease Rent or User Supplemental Rent is due on a day which is not a Business Day, such reimbursement User Lease Rent or User Supplemental Rent shall be paid on the next succeeding Business Day with the same effect as if paid on the date when due and without additional interest. Payments constituting Excepted Property shall be made to the Person entitled thereto at the address for such Person given in Schedule I to the Participation Agreement. All amounts payable to the Trust constituting the Equity Portion of Lease Rent, Termination Value, Stipulated Loss Value, Fair Market Sales Value and User Purchase Option Price shall be based upon paid directly to the mutual agreement account of the Related Refinery Owner and Participant set forth on such Schedule I. All obligations of the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of User Lessee 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 User Lease shall be prima facie evidence of the existencedone, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity performed or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), complied with at the Relevant Asset OwnerUser Lessee’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 responsibleexpense unless otherwise expressly provided herein.

Manner of Payment. Upon notice Each payment by a Borrower on account of the Relevant Asset Owner principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery Owner, Lenders under this Agreement or any Note shall be made on the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed date specified for purposes of Taxes as soon as reasonably practicable following the Commencement Date (payment under this Agreement to the extent allowed by Applicable LawAdministrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below). 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 in Dollars (other than as set forth below), in immediately available funds and shall promptly thereafter provide be made without any set-off, counterclaim or deduction whatsoever. Payment of principal of, interest on or any other amount relating to any Offshore Currency Loan shall be made in the Related Refinery Owner with evidence of Offshore Currency in which such paymentLoan is denominated or payable. Until Such payments, if denominated in Dollars, shall be made no later than 2:00 p.m. (Charlotte time) on the relevant date and, if denominated in an Offshore Currency, by such time as the Related Refinery Owner Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. Any payment denominated in Dollars received after 1:00 p.m. (Charlotte time) but before 2:00 p.m. (Charlotte time) on a due date 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 denominated in Dollars received after 2:00 p.m. (Charlotte time), or any payment denominated in an Offshore Currency received after the relevant time determined by the Administrative Agent, shall be deemed to have been made on the next succeeding Business Day for all purposes. Each payment to the Administrative Agent of the L/C Fees shall be made in like manner, but for the account of the Issuing Lenders and the Relevant Asset Owner can cause L/C Participants. Each payment to the Taxable Assets Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 2.5, 2.6, 4.8, 4.9, 4.10, 4.11 or 13.2 shall be separately assessed as provided above, paid to the Relevant Asset Owner Administrative Agent for the account of the applicable Lender. The Administrative Agent shall reimburse the Related Refinery Owner, upon request, for distribute any such Taxes paid payments received by it for the Related Refinery Owner account of any other Lender to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement Lender promptly following receipt thereof and shall 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 such 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 any of them may be separately issuedSection 4.l(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 2:00 p.m. (Charlotte time) on the date specified for payment under this Agreement (or, with respect to Swingline Loans, 5:00 p.m.; provided, that the Borrower shall have provided the Agent with prior written notice of its intention to make such payment no later than 4:00 p.m. (Charlotte time)) to the Agent at the Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, 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 5:00 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 5:00 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 the Relevant Asset Owner Agent shall use commercially reasonable efforts promptly distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share 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 such payment in accordance with such Lender's Commitment Percentage 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 Each payment to the validity Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Agent of amounts due with respect to any Competitive Bid Loan shall be made in like manner, but for the account of the Taxable Assets (applicable Lender. Each payment to the extent any Agent of them may Agent's fees or expenses shall be separately issued), at made for 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 account of the validity Agent and any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or amount of any such Taxes or 13.2 shall be paid to the valuation Agent for the account 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 responsibleLender.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. on such day shall be deemed a payment on such date for the purposes of Section 10.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.11, 5.12, 5.13 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrowers 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.17(a)(ii).

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 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 by wire transfer or so-called electronic Automated Clearing House (ACH) transfers of immediately available federal funds or by check (subject to collection) drawn on a New York Clearing House Association member bank, in each case at the times provided herein without notice or demand and without setoff, deduction 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. In addition to all other rights and remedies Landlord may have under this Lease, if any Rent that is due and payable is not paid within five (5) Business Days after the due date therefor, Tenant shall pay to Landlord, as Additional Charges, an amount equal to five (5) cents for each dollar overdue in order to defray Landlord’s administrative and other costs in connection therewith. In addition, Tenant shall pay interest on all past due Rent, including, without limitation, the foregoing late charge, from the date when such Rent became due to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence date 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 Landlord’s receipt thereof at an annual rate of interest equal to the applicable taxing authorities lesser of (such reimbursement to be based upon a) one and one-half (1.5%) percent per month or (b) 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 maximum rate permitted by law. 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 due and payable on the thirtieth (30th) day after the date of invoice. All bills, invoices and statements rendered to Tenant with respect to this Lease shall be binding and conclusive on Tenant unless, within ninety (90) days after receipt of same, Tenant notifies Landlord that it is disputing same. Pending the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount resolution of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued)dispute, at the Relevant Asset OwnerTenant shall pay Rent based upon Landlord’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 responsibledetermination.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. Local Time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative CHAR2\1566724v8 Agent’s Office (or, with respect to the Designated Currency Tranche, in the city of the Designated Currency Payment Office) for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages of their respective Credit Facilities (except as specified below), in Dollars or, if applicable under the Designated Currency Tranche, the Related Refinery Owner Agreed Currency therefor, in immediately available funds and shall be made without any set‑off, counterclaim or deduction whatsoever. Any payment received after 2:00 p.m. Local Time shall be deemed to have been made on the Relevant Asset Owner next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall use commercially reasonable efforts distribute to cause each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the Taxable Assets amount of such credit to each Lender. Each payment to the Administrative Agent of an Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of Taxes as soon as reasonably practicable following time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the foregoing provisions of this Section 6.2Section, if, after the Relevant Asset Owner shall pay all Taxes assessed directly against making of any Loan in any Foreign Currency, currency control or exchange regulations are imposed in the Taxable Assets directly country which issues such currency with the result that the type of currency in which such Loan was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the applicable taxing authority prior Administrative Agent for the account of the Lenders in such Original Currency, then all payments to delinquency and be made by the Borrower hereunder in such currency shall promptly thereafter provide instead be made when due in Dollars in an amount equal to the Related Refinery Owner with evidence Dollar Amount (as of the date of repayment) of such payment. Until such time as payment due, it being 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 intention of the Related Refinery Owner and parties hereto that 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 Borrower takes all risks of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount imposition of any such Taxes currency control 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 responsibleexchange regulations.

Manner of Payment. Upon notice Any indemnification of the Dade Parties or the ----------------- Hoechst Parties pursuant to this Section 7.2 shall be effected by wire transfer of immediately available funds from Hoechst or Dade, as the Relevant Asset Owner case may be, to an account designated by Dade or Hoechst, as the case may be, within 15 days after the determination thereof. Any such indemnification payments shall include interest at the Prime Rate from the date any such Loss is suffered or sustained 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 date 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 Notwithstanding the Related Refinery Owner and foregoing, if in 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 good faith judgment of Dade's board of directors Dade's payment of 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 Losses in immediately available funds would impose a significant financial burden on Dade, Dade shall have the option to issue for such portion pay-in-kind preferred stock convertible into Common Stock at the Warrant Price (as defined in the Warrant, but calculated on a per share basis), with a cumulative annual dividend rate, determined by an Independent Investment Banker (as defined below), based upon market conditions and for companies with a comparable credit rating, in order to reflect the financial condition of Dade after such Losses so as to give the preferred stock a market value equal upon issuance to its face amount. Any indemnification payments made pursuant to this Agreement shall be deemed to be adjustments to the Taxable Assets), subject to the terms of Purchase Price for tax purposes. The parties acknowledge and agree that a "significant financial burden" (as used in this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law 7.2(c)) would be imposed on Dade in order to issue or give the same or to receive payment pay Losses in cash if, for example, Dade's board of directors determined in its good faith judgment that Dade, after taking into account such Taxes shall be prima facie evidence of the existence, payment, nonpayment should obtain additional credit facilities (or expand existing credit facilities) in order to meet working capital and amount other business needs in the ordinary course of business and that obtaining such Taxes. The Relevant Asset Owner may contest the validity additional credit facilities (or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issuedexpanding existing credit facilities), 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 Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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 12:00 noon on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 12:00 noon shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrower 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 5.15(a)(ii).

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the ----------------- principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) in accordance with their respective Pro Rata Shares (except as specified below), 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 Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its Pro Rata Share of Taxes such payment (except 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 specified below) 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. Each payment to the Administrative Agent of the Issuing Lender's fees or Lenders' commissions shall be made in like manner, but for the account of the Issuing Lender or the Lenders, as the case may be. Each payment to the Administrative Agent of the Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.7, ------------ 4.8 or 13.2 shall be paid to the Administrative Agent for the account of the --- ---- applicable Lender. Each Borrower hereby authorizes the Administrative Agent to charge its account with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). The Relevant Asset Owner may contest Administrative Agent shall promptly notify the validity or amount of Borrowers after making 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 responsiblecharges.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on any Loan or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note (except as set forth in Section 4.4(b)) shall be made in Dollars not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below) in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 5:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 5:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent. Each payment to the extent Administrative Agent with respect to the Swingline Note (including, without limitation, the Swingline Lender’s fees or expenses) shall be made for the account of the Swingline Lender. Any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 14.2 shall be paid to the Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(b)(ii), 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 if any such contesting of the validity payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including any Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), 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. 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except 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 specified below) 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 Each payment to the validity or amount Administrative Agent of any such Taxes Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity or amount of applicable Lender. Subject to Section 4.1(b)(ii) if any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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. on such day shall be deemed a payment on such date for the purposes of Section 9.1, 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the Relevant Asset Owner amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall use commercially reasonable efforts be made in like manner, but for the account of the Swingline Lender. Each payment to cause the Taxable Assets Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 11.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until such time as Notwithstanding the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveforegoing, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid if there exists a Defaulting Lender each payment by the Related Refinery Owner Borrowers 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 Defaulting Lender hereunder 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 applied 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 responsibleSection 4.14(a)(ii).

Manner of Payment. Upon notice (a) Loans Denominated in Dollars. Each payment (including repayments described in Article II) by any Borrower on account of the Relevant Asset Owner principal of or interest on the Loans denominated in Dollars or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery Owner, Lenders under this Agreement or any Note (except as set forth in Section 4.4(b)) shall be made in Dollars not later than 1:00 p.m. (Charlotte time) on the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed date specified for purposes of Taxes as soon as reasonably practicable following the Commencement Date (payment under this Agreement to the extent allowed by Applicable Law). During Administrative Agent for 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 account 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 Lenders in accordance with Applicable LawSection 4.4(c) at the Administrative Agent's Office, in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. If 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 Relevant Asset Owner contests purposes of Section 12.1, 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. (b) Loans Denominated in Alternative Currencies. Each payment (including repayments described in Article II) by any Borrower on account of the principal of or interest on the Loans denominated in any Alternative Currency shall be made in such items then Alternative Currency not later than 11:00 a.m. (the Related Refinery Owner shall cooperate time of the Administrative Agent's Correspondent) on the date specified for payment under this Agreement to the Administrative Agent's account with the Relevant Asset Owner in any such contesting Administrative Agent's Correspondent for the account of the validity Lenders in accordance with Section 4.4(c) in immediately available funds, and shall be made without any set-off, counterclaim or amount of any deduction whatsoever. Any payment received after such Taxes or time but before 12:00 noon (the valuation time of the Taxable Assets. Taxes Administrative Agent's Correspondent) on such day shall be deemed a payment on such date for the first and last years purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 12:00 noon (the time of the Applicable Term Administrative Agent's Correspondent) shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based deemed to have been made on the portions of such years that are coincident with the applicable tax years and next succeeding Business Day for which each of them is responsibleall purposes.

Manner of Payment. Each payment by Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 3:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment 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 4:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 4:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon notice receipt by the Relevant Asset Owner Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Related Refinery OwnerAdministrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Related Refinery Owner Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Relevant Asset Owner Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall use commercially reasonable efforts to cause the Taxable Assets be specified to be separately assessed for purposes made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension 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 time 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 in such case be included in computing any interest if payable along with evidence of such payment. Until Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by Borrower to 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 Defaulting Lender hereunder 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 applied in accordance with Applicable LawSection 5.15(a)(ii). 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.SECTION 5.5

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as applicable, (except as specified below), 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. (New York time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, 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. (New York time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender's Revolving Credit Commitment Percentage or Term Loan Percentage, as soon applicable, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 14.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement or any Note shall be made not later than 1:00 p.m. (Eastern time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders pro rata in accordance with their respective Commitment Percentages, 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. (Eastern time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, 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. (Eastern time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Commitment Percentage, with respect to be separately assessed for purposes Extensions 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 Credit 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 Each payment to the validity Administrative Agent of the Issuing Lender's fees or amount L/C Participants' commissions shall be made in like manner, but for the account of any such Taxes the Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 14.2 shall be paid to the extent any of them may be separately issued), at Administrative Agent for 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 account of the validity applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Any indemnification payment pursuant to this Section 11 shall be made within ten (10) business days after the submission of the Claim to the Indemnitor by the Relevant Asset Owner Indemnitee or, with respect to third party claims or any Claim that is disputed by the Indemnitor, the final determination thereof. The Sellers shall, except as set forth in the next sentence, have the option, in their sole discretion, to pay and satisfy any Claim (other than a Claim related to Taxes) made by the Buyer Parties that is either undisputed or finally resolved in favor of the Buyer Parties either (i) by payment in cash by Sellers directly to HealthSpring, (ii) by the tender to HealthSpring of Shares held in the Escrow Account, or (iii) any combination of the methods identified in the preceding clauses (i) and (ii), in each case, so long as the aggregate amount delivered to HealthSpring (including the value of any tendered Shares) pursuant to any of the preceding methods equals the amount of such Claim as finally determined and all Sellers must make the same elections with respect to the Related Refinery Ownersatisfaction of a Claim. All Claims for indemnification by Buyer pursuant to Section 11.(i)(b) or otherwise related to Taxes shall be paid by the Sellers in cash. If Sellers elect the release of Shares from the Escrow Account as one of the methods for satisfying any such Claim, Sellers shall give written notice of such election to the Buyer Parties and the Escrow Agent and direct the Escrow Agent to release Shares from the Escrow Account. Any Shares so released from the Escrow Account will be released by all Sellers pro rata based upon their relative ownership of the Shares held in the Escrow Account. For purposes of any satisfaction of a Claim, in whole or in part, with the tender of Shares pursuant to clauses (ii) or (iii) above, (A) the value of each Share constituting a publicly traded security shall be deemed to be equal to the average closing price of such security as reported by the NYSE (or on such other primary exchange or market in which such security is traded at such time) for the twenty (20) trading days immediately preceding the date Sellers deliver written notice to the Buyer Parties and the Escrow Agent of their election to so tender Shares held in the Escrow Account, and (B) the value of each Share not constituting cash or a publicly traded security shall be the fair market value of such Share as determined by the HealthSpring board of directors in good faith. In the event that Sellers elect to satisfy any Claim, in whole or in part, by tendering Shares held in the Escrow Account and, subsequently, the Related Refinery Owner Share Release Condition is not satisfied and the Relevant Asset Owner shall use commercially reasonable efforts Shares are forfeited as described in Section 3.4, Sellers shall, within five (5) business days of the failure of the Share Release Condition, deliver to cause the Taxable Assets to be separately assessed for purposes Buyer in cash or via wire transfer of Taxes as soon as reasonably practicable following the Commencement Date (immediately available funds, an amount equal to the extent allowed dollar value of the portion of any Claim satisfied by Applicable Law)the Sellers by tendering Shares as described above. During the Applicable Term but subject to the provisions For purposes of this Section 6.211.5, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly references to the applicable taxing authority prior to delinquency Shares shall include the Shares and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner any and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided aboveall securities, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner cash and/or other property delivered to the applicable taxing authorities Escrow Agent (such reimbursement to be based upon whether in exchange for the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable AssetsShares or otherwise), subject to the terms of this Section 6.2. The certificate issued or given and any and all interest carried thereon, 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 reason of any such Taxes reorganization, reclassification, recapitalization, stock split, merger, consolidation, share exchange, dividend (whether in cash, securities or the valuation of the Taxable Assets (to the extent any of them may be separately issuedotherwise), at combination or any similar transaction with respect to HealthSpring Stock occurring from and after 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 responsibleEffective Date.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 2:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed for purposes each Lender at its Lending Office its pro rata share of Taxes such payment in accordance with such Lender’s Commitment Percentage, (except 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 specified below) 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 Each payment to the validity Administrative Agent of the applicable Issuing Lender’s fees or amount L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the applicable Issuing Lender or the valuation L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Taxable Assets (Administrative Agent and any amount payable to any Lender under Section 4.9, 4.10, 4.11 or 14.3 shall be paid to the extent any Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(b)(ii), 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 if 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 payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice Each payment by the Relevant Asset Owner Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligations) payable to the Related Refinery OwnerLenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages, (except as specified below), 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. 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. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Related Refinery Owner and the Relevant Asset Owner Administrative Agent shall use commercially reasonable efforts distribute to cause the Taxable Assets to be separately assessed each Lender at its address for purposes notices set forth herein its pro rata share of Taxes such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except 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 specified below) 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 Each payment to the validity Administrative Agent of an Issuing Lender’s or amount Fronted L/C Participants’ commissions shall be made in like manner, but for the account of any such Taxes the applicable Issuing Lender or the valuation Fronted L/C Participants, as the case may be. Each payment to the Administrative Agent made in connection with a Competitive Bid Loan shall be made in like manner, but for the account of the Taxable Assets (applicable Lender or Lenders. Each payment to the extent Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.9, 4.10, 4.11 or 13.3 shall be paid to the Administrative Agent for the account of them may be separately issuedthe applicable Lender. Subject to Section 4.1(c), 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 if 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 payment under this Agreement 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 time shall in such years that are coincident case be included in computing any interest if payable along with the applicable tax years and for which each of them is responsiblesuch payment.

Manner of Payment. Upon notice by the Relevant Asset Owner Lessor to the Related Refinery OwnerLessee, the Related Refinery Owner Lessor and the Relevant Asset Owner Lessee shall use commercially reasonable efforts to cause the Taxable RDU Assets (including all Additional Improvements) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Effective Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.27.1, the Relevant Asset Owner Lessor shall pay all Taxes assessed directly against the Taxable RDU Assets and the Additional Improvements directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner Lessee with evidence of such payment. Until such time as the Related Refinery Owner Lessor and the Relevant Asset Owner Lessee can cause the Taxable RDU Assets and the Additional Improvements to be separately assessed as provided above, the Relevant Asset Owner Lessor shall reimburse the Related Refinery OwnerLessee, upon request, for any such Taxes paid by the Related Refinery Owner Lessee to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner Lessor and the Relevant Asset Owner Lessee as to the portion of such Taxes attributable to the Taxable AssetsRDU Assets and the Additional Improvements), subject to the terms of this Section 6.27.1. 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 Lessor may contest the validity or amount of any such Taxes or the valuation of the Taxable RDU Assets and/or the Additional Improvements (to the extent any of them the foregoing may be separately issued), at the Relevant Asset OwnerLessor’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable applicable Law. If the Relevant Asset Owner Lessor contests such items then the Related Refinery Owner Lessee shall cooperate with the Relevant Asset Owner Lessor in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable AssetsRDU Assets and/or the Additional Improvements. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner Parties based on the portions of such years that are coincident with the applicable tax years and for which each of them applicable Party is responsible.

Manner of Payment. Upon notice by On or before December 31, 1988 and ----------------- December 31 of each subsequent calendar year during the Relevant Asset Owner to the Related Refinery OwnerTerm, 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 or as soon thereafter as reasonably practicable following practicable, Landlord shall furnish to Tenant an itemized statement setting forth the Commencement Date (to Estimated Increased Operating Expenses. On the extent allowed by Applicable Law). During first day of each calendar month during the Applicable Term but subject to the provisions of this Section 6.2ensuing calendar year, the Relevant Asset Owner Tenant shall pay all Taxes assessed directly against in advance one-twelfth (1/12th) of Tenant's Share of the Taxable Assets directly Estimated Increased Operating Expenses; provided, however, that if such notice is not given in December, Tenant shall continue to pay one-twelfth (1/12th) of Tenant's Share of the applicable taxing authority prior Estimated Increased Operating Expenses of the previous calendar year until the month after such statement is given. Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Landlord shall furnish to delinquency and shall promptly thereafter provide Tenant a statement of Tenant's Share of the Related Refinery Owner with evidence actual increase or decrease in Operating Expenses for such calendar year above or below the Base Year Operating Expenses. If Tenant's Share 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 Estimated Increased Operating Expenses paid by the Related Refinery Owner to the applicable taxing authorities (Tenant during such reimbursement to be based upon the mutual agreement calendar year is less than Tenant's Share of the Related Refinery Owner and actual increase in Operating Expenses for such period over the Relevant Asset Owner Base Year Operating Expenses as shown on Landlord's statement, then Tenant shall pay the difference to Landlord within ten (10) days after the portion date of Landlord's statement. If Tenant's Share of Estimated Increased Operating Expenses paid by Tenant during such Taxes attributable to calendar year is more than Tenant's Share of the Taxable Assets)actual increase in Operating Expenses for such period over the Base Year Operating Expenses as shown on such statement, 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 then Tenant shall be prima facie evidence allowed a credit on future payments of Tenant's Share of Estimated Increased Operating Expenses for the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest excess, or, if the validity or amount of any such Taxes or the valuation of the Taxable Assets (statement is given by Landlord with respect to the extent any calendar year in which the Term expires, Landlord shall pay such excess to Tenant together with such statement. Landlord's statements of them may Operating Expenses, including Operating Expenses for the Base Year, shall be separately issued)prepared and certified to be correct by an officer or principal of Landlord, at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith shall be prepared 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 acceptable accounting principles, and last years of the Applicable Term shall be prorated between the Related Refinery Owner binding and the Relevant Asset Owner based conclusive on the portions of such years that are coincident with the applicable tax years and for which each of them is responsibleparties.