Common use of Adjustment following Calculation of Final Line-Fill Amount and Final In-Process Amount Clause in Contracts

Adjustment following Calculation of Final Line-Fill Amount and Final In-Process Amount. Following the determination of the Final Line-Fill Amount and the Final In-Process Amount, (x) the principal amount of the Line-Fill Promissory Note shall be automatically adjusted to be the Final Line-Fill Amount, effective as of the Closing and (y): (i) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is greater than the Estimated In-Process Amount, then the principal amount of the In-Process Promissory Note shall be automatically adjusted to be the Final In-Process Amount minus the Closing Payment effective as of the Closing; (ii) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is more than the Baseline Amount but less than the Estimated In-Process Amount, then the principal amount of the In-Process Promissory Note shall be automatically adjusted to be the amount by which the Final In-Process Amount exceeds the Baseline Amount effective as of the Closing; (iii) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is exactly equal to the Baseline Amount, then the In-Process Promissory Note shall be cancelled and of no further force and effect and no Person shall owe any other Person with respect to the In-Process Promissory Note; (iv) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is less than the Baseline Amount, then (I) the In-Process Promissory Note shall be cancelled and of no further force and effect and no Person shall owe any other Person with respect to the In-Process Promissory Note and (II) Sunoco shall pay or cause to be paid to NewCo the difference between the Baseline Amount and the Final In-Process Amount within five (5) Business Days after such determination by wire transfer of immediately available funds at an account designated by NewCo; (v) if (A) the Estimated In-Process Amount was less than the Baseline Amount and (B) the Final In-Process Amount is greater than the Estimated In-Process Amount, then NewCo shall pay or cause to be paid to Sunoco the difference between the Estimated In-Process Amount and Final In-Process Amount within five (5) Business Days following the latter of the date that is sixty days after the Closing Date and the date of such determination by wire transfer of immediately available funds at an account designated by Sunoco; and (vi) if (A) the Estimated In-Process Amount was less than the Baseline Amount and (B) the Estimated In-Process Amount is greater than the Final In-Process Amount, then Sunoco shall pay or cause to be paid to NewCo the difference between the Estimated In-Process Amount and Final In-Process Amount within five (5) Business Days after such determination by wire transfer of immediately available funds at an account designated by NewCo.

Adjustment following Calculation of Final Line-Fill Amount and Final In-Process Amount. Following the determination of the Final Line-Fill Amount and the Final In-Process Amount, (x) the principal amount of the Line-Fill Promissory Note shall be automatically adjusted to be the Final Line-Fill Amount, effective as of the Closing and (y): (i) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is greater than the Estimated In-Process Amount, then the principal amount of the In-Process Promissory Note shall be automatically adjusted to be the Final In-Process Amount minus the Closing Payment effective as of the Closing; (ii) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is more than the Baseline Amount but less than the Estimated In-Process Amount, then the principal amount of the In-Process Promissory Note shall be automatically adjusted to be the amount by which the Final In-Process Amount exceeds the Baseline Amount effective as of the Closing; (iii) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is exactly equal to the Baseline Amount, then the In-Process Promissory Note shall be cancelled and of no further force and effect and no Person shall owe any other Person with respect to the In-Process Promissory Note; (iv) if (A) the In-Process Promissory Note has been executed (i.e., the Estimated In-Process Amount was more than the Baseline Amount) and (B) the Final In-Process Amount is less than the Baseline Amount, then (I) the In-Process Promissory Note shall be cancelled and of no further force and effect and no Person shall owe any other Person with respect to the In-Process Promissory Note and (II) Sunoco shall pay or cause to be paid to ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. NewCo the difference between the Baseline Amount and the Final In-Process Amount within five (5) Business Days after such determination by wire transfer of immediately available funds at an account designated by NewCo; (v) if (A) the Estimated In-Process Amount was less than the Baseline Amount and (B) the Final In-Process Amount is greater than the Estimated In-Process Amount, then NewCo shall pay or cause to be paid to Sunoco the difference between the Estimated In-Process Amount and Final In-Process Amount within five (5) Business Days following the latter of the date that is sixty days after the Closing Date and the date of such determination by wire transfer of immediately available funds at an account designated by Sunoco; and (vi) if (A) the Estimated In-Process Amount was less than the Baseline Amount and (B) the Estimated In-Process Amount is greater than the Final In-Process Amount, then Sunoco shall pay or cause to be paid to NewCo the difference between the Estimated In-Process Amount and Final In-Process Amount within five (5) Business Days after such determination by wire transfer of immediately available funds at an account designated by NewCo.