Common use of Manner of Payment Clause in Contracts

Manner of Payment. 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 time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject 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 2.10(d6.2, 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), prior subject to any repayment the terms of this Section 6.2. The certificate issued or prepayment 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 Borrowings hereunder, such Taxes or the Borrower shall select valuation of the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone Taxable Assets (confirmed by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date extent any of such repayment; provided thatthem may be separately issued), each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Classat the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Borrower fails to make a timely selection Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the Borrowing validity or Borrowings to be repaid amount of any such Taxes or prepaid, such payment the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be applied, first, solely in prorated between the case Related Refinery Owner and the Relevant Asset Owner based on the portions 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 years that are coincident with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within applicable tax years and for which each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 them 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodresponsible.

Manner of Payment. Subject (i) Landlord shall give Tenant notice of Landlord’s estimate of amounts payable under this Section 3.2 for each Adjustment Period based upon generally accepted accounting principles consistently applied. By the first (1st) day of each month during the Adjustment Period, Tenant shall pay Landlord one-twelfth (1/12th) of the estimated amount. If for any reason the estimate is not given before the Adjustment Period begins, Tenant shall continue to Section 2.10(dpay on the basis of the previous year’s estimate, if any, until the month after the new estimate is given. Tenant’s obligation to pay Expense Increases shall, with the exception of Real Estate Taxes, utility charges, and insurance premiums and costs, snow and ice removal costs, security expenses, any increases in total management fees based on increases in gross rents due to changes in occupancy levels, and other outside expenses outside of Landlord’s control, be limited to a per year cumulative increase of five percent (5%), prior compounded annually. Increases in Real Estate Taxes, utility charges and insurance premiums and costs, snow and ice removal costs, security expenses, any increases in total management fees based on increases in gross rents due to changes in occupancy levels, and other outside expenses outside of Landlord’s control shall not be subject to any repayment limit or prepayment “cap.” (ii) Within one hundred twenty (120) days after each Adjustment Period ends, or as soon thereafter as reasonably practical, Landlord shall give Tenant a statement (the “Statement”) showing the: (A) actual Operating Expenses for the Adjustment Period; (B) Base Operating Expenses; (C) the Expense Increase for the Adjustment Period; (D) the amount of Tenant’s Pro Rata Share of the Expense Increase; (E) the amount, if any, paid by Tenant during the Adjustment Period towards the Expense Increase; and (F) the amount Tenant owes towards the Expense Increase or the amount Landlord owes as a refund. Delay by Landlord in providing to Tenant any Borrowings hereunder, Statement shall not relieve Tenant from the Borrower shall select obligation to pay any Expense Increase within thirty (30) days from the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) rendering of such selection not later Statements. (iii) If the Statement shows that the actual amount Tenant owes for the Adjustment Period is less than any estimated Expense Increase paid by Tenant during the time set forth in Section 2.10(e) prior to Adjustment Period, Landlord shall return the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Classdifference (the “Overpayment”). If the Borrower fails Statement shows that the actual amount Tenant owes is more than any estimated Expense Increase paid by Tenant during the Adjustment Period, Tenant shall pay the difference (the “Underpayment”). The Overpayment or Underpayment shall be paid within thirty (30) days after the Statement is delivered to make Tenant. (iv) During any Adjustment Period in which this Lease is not in effect for a timely selection complete calendar year, unless it was ended due to Tenant’s default, Tenant’s obligation for Additional Rent for those Adjustment Periods shall be prorated by multiplying the Additional Rent for the Adjustment Period by a fraction expressed as a percentage, the numerator of which is the number of days of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely Adjustment Period included in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 is denominated in Dollars Term and the Class to be repaid or prepaid denominator of which is not specified, the Borrower shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period365.

Manner of Payment. 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) communication of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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, Borrowings and 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the The Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent in writing (which notice may be by telephone (confirmed by telecopy or electronic communicationfacsimile) of such selection any repayment or prepayment hereunder (i) in the 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 time set forth in Section 2.10(e) prior to the scheduled 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 repaymentnotice 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, each if a notice of repayment or prepayment is given in connection with a conditional notice of Borrowings 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 any 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 Class Borrowing shall be applied ratably to repay the Loans included in the repaid or prepay prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 1.10 and (B) any outstanding ABR Borrowings of such Class before any other Borrowings of such Classpayments due pursuant to Section 2.9. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Base Rate Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowingsand, 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject Upon notice by Lessee to Lessor, Lessor and Lessee shall use commercially reasonable efforts to cause the 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 Law). During the Term but subject to the provisions of Section 2.10(d6.1, Lessee shall pay all Taxes assessed directly against the 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 Lessor with evidence of such payment. Until such time as Lessor and Lessee can cause the 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, Lessee shall reimburse Lessor, upon request, for any such Taxes paid by Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Relevant Assets and the Additional Improvements), prior subject to any repayment the terms of Section 6.1. The certificate issued or prepayment 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. Lessee may contest the validity or amount of any Borrowings hereundersuch Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessee contests such items then Lessor shall cooperate with Lessee in any such contesting of the Borrower validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall select be prorated between the Borrowing or Borrowings to be paid and shall notify Parties based on the Administrative Agent by telephone (confirmed by telecopy or electronic communication) portions of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 years that are coincident with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within applicable tax years and for which each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 applicable Party 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodresponsible.

Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the The Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent in writing (which notice may be by telephone (confirmed by telecopy or electronic communicationfacsimile) of such selection any repayment or prepayment hereunder (i) in the 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 time set forth in Section 2.10(e) prior to the scheduled 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 repaymentnotice 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, each if a notice of repayment or prepayment is given in connection with a conditional notice of Borrowings 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 any a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Class Borrowing shall be applied ratably to repay the Loans included in the repaid or prepay prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 1.10 and (B) any outstanding ABR Borrowings of such Class before any other Borrowings of such Classpayments due pursuant to Section 2.9. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Base Rate Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowingsand, 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject to Section 2.10(d)Tenant shall pay Fixed Monthly Rent and Additional Rent immediately upon the same becoming due and payable, prior to without demand therefor, and without 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 time 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 amount of Fixed Monthly Rent or Additional Rent then due, including Landlord's failure to provide to Tenant a calcdlation of the adjustment as required in Section 2.10(e3.3 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) prior years after the calendar year to the scheduled date of which such repayment; 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 that, each repayment of Borrowings herein shall constitute a material default equal to any Lenders of a Class Tenant's failure to pay Fixed Monthly Rent when due. Rent shall be applied to repay or prepay any outstanding ABR Borrowings payable in advance on the first day of such Class before any other Borrowings of such Class. If each and every calendar month throughout the Borrower fails to make a timely selection Term, in lawful money of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case United States of any payment of a Borrowing denominated in DollarsAmerica, to Landlord at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place(s) as Landlord designates in writing to Tenant. Tenant's obligation to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings Rent shall begin on the Commencement Date and outstanding Multicurrency ABR Borrowingscontinue throtighout the Tenn, secondwithout abatement, if no Class is setoff or deduction, except as otherwise specified hcreinbelow. Concurrent with Tenant's execution and such payment relates delivery to a Borrowing denominated in DollarsLandlord of this Lease, Tenant shall pay to any Pro-Rata Borrowings in Landlord the order Fixed Monthly Rent due for the first month of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodTerm.

Manner of Payment. 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 time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to withinto any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject Lessee shall pay directly to Section 2.10(d)the applicable taxing authority, prior to any repayment or prepayment of any Borrowings hereunderdelinquency, all Taxes that are separately assessed against the Leased Premises, 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 time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 is denominated in Dollars Lessee Assets and the Class 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 Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 PeriodAdditional Improvements, and, if after requested by Lessor, shall promptly thereafter provide Lessor with evidence of such payment. Lessor shall be responsible for the payment of all Taxes that are jointly assessed against the Lake ▇▇▇▇▇▇▇ Complex and the Leased Premises, the balance Lessee Assets and any Additional Improvements, and Lessee shall reimburse Lessor for Lessee’s reasonable share (allocated on an equitable basis mutually acceptable to Lessor and Lessee) of the Borrowings denominated costs and expenses incurred by Lessor in paying such Currency is zero (0)Taxes. Such reimbursement payments shall be made by Lessee within 30 days after Lessor’s delivery to Lessee of the applicable tax ▇▇▇▇ or bills and a calculation of Lessee’s share of the tax reimbursement payments. Lessee may contest, then if there are any remaining proceedsat Lessee’s sole cost and expense, by appropriate proceedings diligently conducted in good faith in accordance with applicable Laws, the Borrower validity or amount of any Taxes or the valuation of the Leased Premises and/or the Lessee Assets and the Additional Improvements, but only to the extent the foregoing are separately assessed, and Lessor shall repay reasonably cooperate with Lessee, at Lessee’s cost, in any such contest. Additionally, Lessee shall have the right to request that Lessor contest any Taxes that are jointly assessed against the Lake ▇▇▇▇▇▇▇ Complex and the Leased Premises, the Lessee Assets and any Additional Improvements, and, if Lessor agrees in its reasonable discretion that such contest is necessary or prepay desirable, Lessor shall contest the Loans (validity or provide cover for outstanding Letters amount of Credit as contemplated such Taxes or the valuation of the Lake ▇▇▇▇▇▇▇ Complex; the cost of any such contest by Section 2.05(l)) Lessor shall be allocated between Lessor and Lessee on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in mutually acceptable, equitable basis. Taxes for the order first and last years of the remaining duration Term shall be prorated between the Parties based on the portions of their respective Interest Periods, commencing with such Borrowings years that are coincident with the shortest remaining Interest Periodapplicable tax years and for which each applicable Party is responsible.

Manner of Payment. Subject Lessor and Lessee shall use commercially reasonable efforts to Section 2.10(dcause the Premises and the Terminal (including all Terminal Facilities) 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 Term, Lessee shall pay all Taxes assessed directly against the Premises, the Terminal and the Terminal Facilities directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. In the event Lessor and Lessee are unable to cause the Premises, the Terminal and/or the Terminal Facilities to be separately assessed as provided above, Lessee shall pay or reimburse Lessor, upon request, for any repayment such Taxes paid by Lessor to the applicable taxing authorities (the “Tax Reimbursement”). The Tax Reimbursement shall be equal to the total portion of such Taxes attributable to the Premises, Terminal and/or the Terminal Facilities, as determined in the reasonable discretion of Lessor, provided however, if the Premises are not rendered as a separate tax parcel the Tax Reimbursement as to the Premises shall equal the product of the total portion of Taxes relating to the combined land area of the Refinery and the Premises multiplied by a fraction, the numerator of which is the actual number of square feet of the Premises and the denominator of which is the total number of square feet of the combined land area of the Refinery and the Premises at the time of the assessment. The certificate issued or prepayment given by the appropriate officials authorized or designated by applicable 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. Lessee may contest the validity or amount of any Borrowings hereundersuch Taxes or the valuation of the Premises and/or the Terminal and the Terminal Facilities, at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessee contests such items, then Lessor shall cooperate with Lessee in any such contesting of the Borrower validity or amount of any such Taxes or the valuation of the Premises and/or the Terminal and the Terminal Facilities. Taxes for the first and last years of the Term shall select be prorated between the Borrowing or Borrowings to be paid and shall notify parties based on the Administrative Agent by telephone (confirmed by telecopy or electronic communication) portions of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 years that are coincident with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within applicable tax years and for which each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 applicable party 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodresponsible.

Manner of Payment. Subject (a) The Borrowers agree to Section 2.10(dpay principal, interest, fees and all other amounts due hereunder or under any other Loan Document without set-off or counterclaim or any deduction whatsoever and free and clear of all taxes and levies (other than withholding taxes), 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 unless required by telephone (confirmed by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such ClassApplicable Law. If the Borrower fails Borrowers are required by Applicable Law to deduct any taxes other than Excluded Taxes (“Taxes”) from or in respect of any sum payable to the Lender hereunder, under any Note or under any other Loan Document: (i) the Borrowers shall increase the amount payable hereunder or thereunder, as applicable, to the extent necessary to provide that, after making all required deductions or withholdings for Taxes (including deductions applicable to additional sums payable under this Section 2.7(a)), the Lender receives an amount equal to the sum it would have received had no such deductions been made and sums payable under this Agreement shall be increased accordingly; (ii) the Borrowers shall make a timely selection such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrowers shall provide the Lender with evidence that such deducted amounts have been paid to the relevant taxing authority by delivery to the Lender on whose account such payment was made of the Borrowing official tax receipts or Borrowings copies of such receipts within thirty (30) days after payment for such tax or, to be repaid or prepaidthe extent such receipts are not available, such payment shall other evidence as may be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably reasonably satisfactory to the Loans of such Class included in such BorrowingLender. If the repayment or prepayment amount is denominated in Dollars and the Class Borrowers fail to be repaid or prepaid is not specifiedmake any such payment when due, the Borrower Borrowers shall repay indemnify the Lender for any incremental Taxes, interest or prepay such amount pro rata between any outstanding ABR Borrowings of penalties that may become payable by the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including Lender as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency)failure. (b) In addition, the Borrower mayBorrowers shall pay any Other Taxes to the relevant Governmental Entity in accordance with Applicable Law. (c) The Borrowers shall indemnify the Lender, at its optionpromptly after written demand therefore, repay for the full amount of any Taxes (including Other Taxes) paid by the Lender, as the case may be, on or prepay with respect to any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order payment by or on account of any obligation of the remaining duration Borrowers or under any other Loan Document (including Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7) and any penalties, interest and reasonable, documented, out-of-pocket expenses arising therefrom or with respect thereto, in each case whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of their respective Interest Periods, commencing with such Borrowings with payment or liability delivered to the shortest remaining Interest Period, and, if after such payment, Borrowers by the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower Lender shall repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodbe conclusive absent manifest error.

Manner of Payment. Subject Upon notice by Lessees to Lessor, Lessor and Lessees shall use commercially reasonable efforts to cause the 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 Law). During the Term but subject to the provisions of Section 2.10(d6.1, Lessees shall pay all Taxes assessed directly against the 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 Lessor with evidence of such payment. Until such time as Lessor and Lessees can cause the 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, Lessees shall reimburse Lessor, upon request, for any such Taxes paid by Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessees as to the portion of such Taxes attributable to the Premises, the Relevant Assets and the Additional Improvements), prior subject to any repayment the terms of Section 6.1. The certificate issued or prepayment 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. Lessees may contest the validity or amount of any Borrowings hereundersuch Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessees’ sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessees contest such items then Lessor shall cooperate with Lessees in any such contesting of the Borrower validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall select be prorated between the Borrowing or Borrowings to be paid and shall notify Parties based on the Administrative Agent by telephone (confirmed by telecopy or electronic communication) portions of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 years that are coincident with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within applicable tax years and for which each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 applicable Party 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodresponsible.

Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, Tenant shall pay all Rent as the Borrower same shall select the Borrowing or Borrowings to be paid become due and shall notify the Administrative Agent by telephone payable under this Lease (confirmed by telecopy or electronic communicationa) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment Fixed Rent and recurring Additional Charges, by wire transfer of a Borrowing denominated immediately available federal funds as directed by Landlord, and (b) in Dollarsthe 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 outstanding ABR Borrowings pro rata between 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 outstanding Dollar ABR Borrowings Rent, Tenant shall pay interest thereon from the date when such Rent became due to the 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 outstanding Multicurrency ABR Borrowings, second, if (ii) the maximum rate permitted by law. Any Additional Charges for which no Class due date is specified in this Lease shall be due and such payment relates payable on the thirtieth (30th) day after the date of Landlord’s invoice therefor. All bills, invoices and statements rendered to a Borrowing denominated 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 Dollarsthis Lease, to any Pro-Rata Borrowings in Fixed Rent shall be due and payable on the order first day of the remaining duration month and failure to pay such Rent on or prior to the first day of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing month shall be applied ratably between considered a default under this Lease and interest shall accrue as provided in this Section 3.07 from and after the Dollar Loans first day the Rent becomes due 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodpayable.

Manner of Payment. Subject Lessee shall pay directly to Section 2.10(d)the applicable taxing authority, prior to any repayment or prepayment of any Borrowings hereunderdelinquency, all Taxes that are separately assessed against the Leased Premises, 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 time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 is denominated in Dollars Lessee Assets and the Class 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 Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 PeriodAdditional Improvements, and, if after requested by Lessor, shall promptly thereafter provide Lessor with evidence of such payment. Lessor shall be responsible for the payment of all Taxes that are jointly assessed against the ▇▇▇▇▇▇▇ City Complex and the Leased Premises, the balance Lessee Assets and any Additional Improvements, and Lessee shall reimburse Lessor for Lessee’s reasonable share (allocated on an equitable basis mutually acceptable to Lessor and Lessee) of the Borrowings denominated costs and expenses incurred by Lessor in paying such Currency is zero (0)Taxes. Such reimbursement payments shall be made by Lessee within 30 days after Lessor’s delivery to Lessee of the applicable tax ▇▇▇▇ or bills and a calculation of Lessee’s share of the tax reimbursement payments. Lessee may contest, then if there are any remaining proceedsat Lessee’s sole cost and expense, by appropriate proceedings diligently conducted in good faith in accordance with applicable Laws, the Borrower validity or amount of any Taxes or the valuation of the Leased Premises and/or the Lessee Assets and the Additional Improvements, but only to the extent the foregoing are separately assessed, and Lessor shall repay reasonably cooperate with Lessee, at Lessee’s cost, in any such contest. Additionally, Lessee shall have the right to request that Lessor contest any Taxes that are jointly assessed against the ▇▇▇▇▇▇▇ City Complex and the Leased Premises, the Lessee Assets and any Additional Improvements, and, if Lessor agrees in its reasonable discretion that such contest is necessary or prepay desirable, Lessor shall contest the Loans (validity or provide cover for outstanding Letters amount of Credit as contemplated such Taxes or the valuation of the ▇▇▇▇▇▇▇ City Complex; the cost of any such contest by Section 2.05(l)) Lessor shall be allocated between Lessor and Lessee on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in mutually acceptable, equitable basis. Taxes for the order first and last years of the remaining duration Term shall be prorated between the Parties based on the portions of their respective Interest Periods, commencing with such Borrowings years that are coincident with the shortest remaining Interest Periodapplicable tax years and for which each applicable Party is responsible.

Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the The Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent in writing (which notice may be by telephone (confirmed by telecopy or electronic communicationfacsimile) of such selection any repayment or prepayment hereunder (i) in the 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 time set forth in Section 2.10(e) prior to the scheduled 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 repaymentnotice 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, each if a notice of repayment or prepayment is given in connection with a conditional notice of Borrowings 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 any a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Class Borrowing shall be applied ratably to repay the Loans included in the repaid or prepay prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 1.10 and (B) any outstanding ABR Borrowings of such Class before any other Borrowings of such Classpayments due pursuant to Section 2.9. If the Borrower fails Borrowers fail to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Base Rate Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowingsand, 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, Tenant shall pay all Rent as the Borrower same shall select the Borrowing or Borrowings to be paid become due and shall notify the Administrative Agent by telephone payable under this Lease (confirmed by telecopy or electronic communicationi) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment Fixed Rent and Recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (ii) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a Borrowing denominated bank that clears through The Clearing House Payments Company L.L.C., in Dollars, each case at the times provided herein without notice or demand and without setoff or counterclaim except as otherwise expressly provided in this Lease. All Rent shall be paid in lawful money of the United States to Landlord at its office or such other place as Landlord may from time to time designate. If Tenant fails timely to pay any outstanding ABR Borrowings pro rata between 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 outstanding Dollar ABR Borrowings Rent on 4 occasions within any rolling 365-day period, in addition to all other rights and outstanding Multicurrency ABR Borrowings, second, if no Class is specified remedies Landlord may have under this Lease and such the payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings of interest as provided in the order immediately preceding sentence, Tenant shall pay to Landlord, as Additional Charges, together with such 4th late payment of Rent (and any subsequent late payment of Rent within such 365-day period), a fee in the amount of 4% of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order amount of the remaining duration of their respective Interest Periods (the Borrowing late Rent payment in order to defray Landlord’s costs in connection with the shortest remaining Interest Period to be repaid or prepaid first). Each Tenant’s late payment of a Pro-Rata Borrowing Rent. Tenant shall be applied ratably between pay interest on such fee at the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each Interest Rate from the date the applicable late payment of a Borrowing Rent was due until the date 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the BorrowerLandlord’s receipt of proceeds from a prepayment event such fee.. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the 30th day after the date of invoice. Upon Tenant’s request, Landlord will provide Tenant with reasonable backup for any bills, invoices or statements relating to Additional Charges rendered to Tenant pursuant to the terms of this Lease to the extent such Agreed Foreign Currency), the Borrower may, at backup is available to Landlord or 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 Affiliates (0), then if there are any remaining proceeds, the Borrower it being agreed that Landlord shall repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.maintain records and appropriate

Manner of Payment. Subject to Section 2.10(d), prior Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class of Commitment hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communicatione-mail) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, firstapplied to repay Borrowings in the same Currency and, solely in the case of any such payment of a Borrowing denominated in Dollars, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowingsof the applicable Class, 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid 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 Borrowing and each payment of a Syndicated Borrowing to Lenders of a Class of Commitments shall be applied ratably to the Loans included in such Borrowing and each payment of such a Syndicated Borrowing to Lenders of a Class of Final Maturity Date shall be applied ratably to Non-Extending Lenders or Extending Lenders, as applicable, with Loans included in such Borrowing, unless such payment is made in connection with the reduction or termination of Commitments in accordance with Section 2.08(b) or (f), in which case such prepayment shall be applied in accordance with Section 2.08(b) or (f), as applicable. If Notwithstanding any other provision to the contrary in this Agreement, if an Event of Default has occurred and is continuing, then any payment or 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 outstanding ABR Borrowings of the Loans shall be made and applied ratably (based on the aggregate Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order Equivalents of the remaining duration outstanding principal amounts of their respective Interest Periodssuch Loans) between Dollar Loans, commencing with such Borrowings with the 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 outstanding and to Cash Collateralize Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodCredit.

Manner of Payment. Subject (a) Percentage Rent shall be payable on August 1, 2005 for the period that begins on the Rent Commencement Date until June 30, 2005, and thereafter, semi-annually on each February 1 and August 1 of each year of the Term, attributable to Section 2.10(d)the six month period ending on December 31 or June 30, immediately 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 time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 due date. Along with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 Tenant shall submit such documentation as may be reasonably required by the Agency to verify the actual amount of the Borrowings denominated Net Operating Income for such six month period prior to each payment due date, including, without limitation thereto, delivering to Agency an accounting (in such Currency is zero form and substance satisfactory to Agency) on or before each February 1 and August 1 during the Term. If Agency disputes the amount of Percentage Rent due from Tenant, Agency shall have the right for one hundred twenty (0)120) days from the date Tenant tenders payment to examine, then inspect and audit the Tenant’s records upon reasonable notice; provided, however, that the Agency shall have an additional sixty (60) days following its receipt of Tenant’s annual audit report to review and audit Tenant’s records if there are is a disparity between the audit report and the semiannual payments made to Agency. The inspection shall be conducted at Tenant’s office(s) at a reasonable time or times. Pending resolution of any remaining proceedsdisputes over Percentage Rent, Tenant shall pay Agency the Borrower amount Tenant has reasonably and in good faith calculated to be payable in that half-year period. (b) Additional Rent shall repay be due and payable at the times otherwise provided in this Lease; provided that if no date for payment is otherwise specified, or prepay if payment is stated to be due upon demand”, “promptly following notice”, “upon receipt of invoice”, or the Loans like then such Additional Rent shall be due thirty (30) business days following the giving by Agency of such demand, notice, invoice or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure the like to Tenant specifying that such sum is presently due and payable. Percentage Rent and Additional Rent shall be paid to Agency in the order lawful money of the remaining duration United States of their respective Interest PeriodsStates of America at offices the Redevelopment Agency of the City and County of San Francisco, commencing with ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Deputy Executive Director, Finance & Administration, or at such Borrowings with the shortest remaining Interest Periodother place as Agency may from time to time designate by notice to Tenant.

Manner of Payment. Subject Lessor and Lessee shall use commercially reasonable efforts to Section 2.10(dcause the Premises and the Terminal (including all Terminal Facilities) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the -12- extent allowed by applicable Law). During the Term, Lessee shall pay all Taxes assessed directly against the Premises, the Terminal and the Terminal Facilities directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. In the event Lessor and Lessee are unable to cause the Premises, the Terminal and/or the Terminal Facilities to be separately assessed as provided above, Lessee shall pay or reimburse Lessor, upon request, for any repayment such Taxes paid by Lessor to the applicable taxing authorities (the “Tax Reimbursement”). The Tax Reimbursement shall be equal to the total portion of such Taxes attributable to the Premises, Terminal and/or the Terminal Facilities, as determined in the reasonable discretion of Lessor, provided however, if the Premises are not rendered as a separate tax parcel the Tax Reimbursement as to the Premises shall equal the product of the total portion of Taxes relating to the combined land area of the Refinery and the Premises multiplied by a fraction, the numerator of which is the actual number of square feet of the Premises and the denominator of which is the total number of square feet of the combined land area of the Refinery and the Premises at the time of the assessment. The certificate issued or prepayment given by the appropriate officials authorized or designated by applicable 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. Lessee may contest the validity or amount of any Borrowings hereundersuch Taxes or the valuation of the Premises and/or the Terminal and the Terminal Facilities, at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessee contests such items, then Lessor shall cooperate with Lessee in any such contesting of the Borrower validity or amount of any such Taxes or the valuation of the Premises and/or the Terminal and the Terminal Facilities. Taxes for the first and last years of the Term shall select be prorated between the Borrowing or Borrowings to be paid and shall notify parties based on the Administrative Agent by telephone (confirmed by telecopy or electronic communication) portions of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 years that are coincident with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within applicable tax years and for which each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first)applicable party is responsible. 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.ARTICLE 10 ENVIRONMENTAL 10.1

Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, (a) Tenant shall pay all Rent as the Borrower same shall select the Borrowing or Borrowings to be paid become due and shall notify the Administrative Agent by telephone payable under this Lease (confirmed by telecopy or electronic communicationa) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of Fixed Rent and Recurring Additional Charges, by wire transfer of immediately available federal funds as directed in writing by Landlord (provided such initial direction, and any payment revised direction, have been delivered to Tenant at least 30 days in advance of the due date of such payment, which may be delivered by incorporating such direction into an invoice), or by the Automated Clearing House (ACH) system, and (b) in the case of all other sums, either by wire transfer by the Automated Clearing House (ACH) system as aforesaid or by check (subject to collection) drawn on a Borrowing denominated bank that clears through The Clearing House Payments Company L.L.C., in Dollarseach case at the times provided herein without notice or demand (other than notices or demands that are expressly set forth in this Lease as a prerequisite for the item of Rent in question) and without setoff or counterclaim, except as expressly set forth in this Lease. All Rent shall be paid in lawful money of the United States to Landlord at its address set forth herein or such other place as Landlord may from time to time designate in writing upon at least 30 days’ notice (which notice may be given by incorporating same into an invoice). If Tenant fails timely to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR BorrowingsRent, second, if 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. Any Additional Charges for which no Class due date is specified in this Lease shall be due and payable on the 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 one year after receipt of same, Tenant notifies Landlord that it is disputing same. Notwithstanding the foregoing, as long as Tenant pays Rent by wire transfer in accordance with Landlord’s instructions 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 of its obligation to make the payment so wired; provided, that if and to the extent such funds were not accounted for properly by the recipient bank designated by Landlord, then the due date for such payment relates shall toll until the funds have been located and credited. (b) Upon Tenant’s request, Landlord will provide Tenant with reasonable backup for any bills, invoices or statements relating to a Borrowing denominated in Dollars, Additional Charges rendered to any Pro-Rata Borrowings in Tenant pursuant to the order terms of this Lease to the remaining duration of their respective Interest Periods extent such backup is available to Landlord or its Affiliates (the Pro-Rata Borrowing it being agreed that Landlord shall maintain records and appropriate backup consistent with the shortest remaining Interest Period to operation of Comparable First Class Office Buildings); provided, that the foregoing shall not be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including construed as a result of the Borrowercondition to Tenant’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 obligation to make such payment, the balance nor shall Tenant’s failure to request such backup or Landlord’s failure to provide such backup constitute a waiver of the Borrowings denominated Tenant’s right to dispute such bills 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing accordance with such Borrowings with the shortest remaining Interest Periodthis Lease.

Manner of Payment. Subject Upon notice by Lessor to Lessee, Lessor and Lessee shall use commercially reasonable efforts to cause the RDU Assets (including all Additional Improvements) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Effective Date (to the extent allowed by Applicable Law). During the Term but subject to the provisions of Section 2.10(d7.1, Lessor shall pay all Taxes assessed directly against the RDU Assets and the Additional Improvements directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessee with evidence of such payment. Until such time as Lessor and Lessee can cause the RDU Assets and the Additional Improvements to be separately assessed as provided above, Lessor shall reimburse Lessee, upon request, for any such Taxes paid by Lessee to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessee as to the portion of such Taxes attributable to the RDU Assets and the Additional Improvements), prior subject to any repayment the terms of Section 7.1. The certificate issued or prepayment 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. Lessor may contest the validity or amount of any Borrowings hereundersuch Taxes or the valuation of the RDU Assets and/or the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessor’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessor contests such items then Lessee shall cooperate with Lessor in any such contesting of the Borrower validity or amount of any such Taxes or the valuation of the RDU Assets and/or the Additional Improvements. Taxes for the first and last years of the Term shall select be prorated between the Borrowing or Borrowings to be paid and shall notify Parties based on the Administrative Agent by telephone (confirmed by telecopy or electronic communication) portions of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 years that are coincident with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within applicable tax years and for which each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 applicable Party 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodresponsible.

Manner of Payment. Subject to Section 2.10(d)All payments due hereunder shall be made in ----------------- United States dollars by check drawn on money center banks without any deduction or withholding for or on account of, prior to any repayment taxes, duties, levies, fees or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing charges except those taxes or Borrowings duties levied against AAI which are legally required to be paid and shall notify the Administrative Agent withheld by telephone (confirmed by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such ClassOraPharma. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case All taxes levied on account of any payment of a Borrowing denominated in Dollars, accruing 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 AAI under this Agreement which constitutes income 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing AAI shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment obligation 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 PeriodAAI, and, if after provision is made in law or regulation for withholding, such paymenttax shall be deducted by OraPharma from any payment then due, OraPharma shall pay such tax to the proper taxing authority, and receipt for payment of the tax secured shall be promptly sent to AAI by OraPharma. However, AAI shall have the right to appeal to the appropriate tax authority any such withholding and payments of any such tax. Both parties acknowledge that certain bulk drug and/or excipient materials have been sourced by OraPharma and that OraPharma has contracted directly with Third Parties for such materials. Further, the balance cost of the Borrowings denominated materials may be subject to price discounts if ordered in sufficient quantity. If (a) OraPharma directly procures such Currency is zero raw materials to capture the price discount, or (0)b) AAI purchases bulk quantities at OraPharma's request (in which case OraPharma shall pay to AAI the cost of the materials prior to AAI becoming obligated to make such bulk purchase) then the Manufacturing Costs will be reduced accordingly as mutually agreed upon by the parties. After the Effective Date, then if there are AAI and OraPharma will take a physical inventory of all raw materials purchased by OraPharma and still remaining as raw material available for future production without modification. Such physical inventory will be adjusted to reflect any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated OraPharma inventory used by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure AAI and billed to OraPharma in the order period beginning with the first validation batch manufactured by AAI pursuant to ORAP 1006 through the date of the remaining duration physical inventory, and thereafter, adjusted for any inventory rendered unusable due to shelf life or other issues not caused by AAI.. AAI shall provide OraPharma with a credit in the amount of their respective Interest Periods, commencing with such Borrowings with $[*] per Batch for each Batch manufactured until the shortest remaining Interest Period.value of the inventory is exhausted. --------------- * Confidential Treatment Requested -11-

Manner of Payment. Subject The Company, Invesco and/or a member of the Investor Group, as applicable, shall pay for the Executive Securities to Section 2.10(d), prior be repurchased pursuant to any repayment the Repurchase Option or prepayment a Put Option by delivery of any Borrowings hereundera cashier’s check or wire transfer of funds. Alternatively, the Borrower shall select the Borrowing Company or Borrowings to be paid and shall notify the Administrative Agent by telephone Invesco (confirmed by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of Executive Securities of Invesco) may pay the purchase price for the Executive Securities to be repurchased pursuant to the Repurchase Option or a Put Option by offsetting against any payment indebtedness or obligations for advanced or borrowed funds owed by Executive to the Company or Invesco. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of a Borrowing denominated Executive Securities by the Company or Invesco shall be subject to applicable federal and state laws and to restrictions contained in Dollarsthe Company’s and its Subsidiaries’ debt financing arrangements. If any such laws or restrictions prohibit the repurchase of Executive Securities hereunder which the Company or Invesco is otherwise entitled to make, the time periods provided in this Section 3 shall be suspended, and the Company or Invesco may make such repurchases as soon as it is permitted to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, seconddo so under such laws or restrictions. Alternatively, if no Class is specified and to the extent any such payment relates to a Borrowing denominated in Dollarslaws or restrictions prohibit the repurchase of Executive Securities hereunder for cash, to any Pro-Rata Borrowings the Company or Invesco (in the order case of the remaining duration Executive Securities of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid firstInvesco) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 sole option, repay or prepay any outstanding Borrowings repurchase such Executive Securities, in such Currency ratably among just which case the Multicurrency Lenders in the order amount of the remaining duration purchase price which is not able to be paid in cash shall be paid for by the issuance of their respective Interest Periodsa subordinated promissory note, commencing with such Borrowings with which, subject to the shortest remaining Interest Period, and, if after such payment, the balance approval 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 outstanding Letters of Credit as contemplated by Section 2.05(l)senior and senior subordinated lender(s) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration Company and its Subsidiaries, shall be payable as soon as the Company or Invesco is permitted to pay such note under such laws or restrictions and shall bear interest (payable annually) at a floating rate per annum equal to the prime or base rate of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodinterest (as established and publicly announced in The Wall Street Journal).

Manner of Payment. Subject Any indemnification of the Shareholder ----------------- Indemnified Parties or the Purchaser Indemnified Parties pursuant to this Section 2.10(d)8B shall be effected by wire transfer of immediately available funds from one or more of the Shareholders or the Purchaser, prior as the case may be, to an account designated by any repayment Shareholder Indemnified Party or prepayment Purchaser Indemnified Party, as the case may be, within 15 days after the determination thereof. Any such indemnification payments shall include interest at the Applicable Rate calculated on the basis of the actual number of days elapsed over 360, from the date any such Loss is suffered or sustained to the date of payment. The amount of any Borrowings hereunderLoss for which indemnification is provided pursuant to this Section 8B shall be net of any amounts actually recovered by the indemnified party under any source of contribution, reimbursement or indemnification whatsoever ("Reimbursement Source") including, without limitation, insurance policies, or amounts of net tax benefits actually realized, with respect to such Loss. The Company and the Purchaser shall use commercially reasonable best efforts to collect any benefits under any insurance polices; provided, that if any Shareholder Indemnified Party shall not have received the proceeds of any such insurance policies within 180 days of the incurrence of the Losses, the Borrower shall select Shareholder Indemnified Party may make a claim against the Borrowing or Borrowings to be paid and shall notify Shareholders for the Administrative Agent by telephone (confirmed by telecopy or electronic communication) entire amount of such selection not later than Losses (subject to the time limitations set forth in Section 2.10(e8B(v); provided further, that, once any indemnification payment is made to any Shareholder Indemnified Party, the Shareholder Indemnified Party shall be required to either (x) prior direct that any proceeds to be paid under such insurance policies or other Reimbursement Source with respect to the scheduled date of Loss for which the indemnification payment was made be paid directly to such repayment; provided thatShareholder(s) or (y) reimburse, each repayment of Borrowings to as and when any Lenders of a Class shall be applied to repay such insurance or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaidReimbursement Source proceeds are received, such payment shall be applied, first, solely Shareholder(s) in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably an amount equal to the Loans of insurance or other Reimbursement Source proceeds actually received by such Class included in such BorrowingShareholder Indemnified Party with respect to the Loss for which the indemnification payment was made. If Purchaser shall have a duty to mitigate its damages to 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated extent required by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodapplicable law.

Manner of Payment. Subject The Purchase Price shall be paid to Section 2.10(d)the Sellers as follows: (a) Purchaser shall (i) issue to each Seller stock certificates (which may be done electronically by book entry if available) evidencing (A) the number of First Tranche Common Shares set forth for such Seller in Exhibit B (each, a “Closing Common Stock Certificate”) and (B) the number of First Tranche Preferred Shares set forth for such Seller in Exhibit B (each, a “Closing Preferred Stock Certificate”) and (ii) deliver a Closing Common Stock Certificate and a Closing Preferred Stock Certificate to each Seller at the Closing. If the Closing Common Stock Certificates and the Closing Preferred Stock Certificates are in physical form, then each Seller shall return their respective Closing Common Stock Certificate and a Closing Preferred Stock Certificate to Purchaser from time to time to reflect any cancellation and/or re-issue of Shares pursuant to Article VII. (b) In the event that the Closing occurs, and the Milestone is deemed achieved by the Seller Representative on or prior to the forty eight (48) month anniversary of the date of this Agreement, the Seller Representative shall promptly following the achievement of the Milestone deliver to Purchaser a statement (the “Earn-Out Statement”) setting forth Seller Representative’s calculation of the Milestone in substantially the form of Schedule II. During the ten (10) Business Day period following delivery of the Earn-Out Statement, Purchaser may object to the Earn-Out Statement by delivering written notice thereof to Seller Representative (an “Earn-Out Objection Notice”) setting forth Purchaser’s proposed calculation of the Earn-Out Shares. (c) If no Earn-Out Objection Notice is delivered to Seller Representative on or before the end of the ten (10) Business Day period beginning on the first day following the date on which the Earn-out Statement is delivered to the Purchaser (the first day following the end of such ten (10) Business Day period being hereinafter the “Earnout Date”) or if Purchaser delivers to Seller Representative notice of acceptance of the Earn-Out Statement, then the Earn-Out Statement shall become final and binding on the parties on the Earnout Date or, if earlier, the Purchaser delivers notice of acceptance of the Earn-out Statement to the Seller Representative. If an Earn-Out Objection Notice is delivered to the Seller Representative prior to the Earnout Date, Purchaser and Seller Representative shall negotiate in good faith to come to a mutually agreeable resolution to any repayment or prepayment objections set forth in the Earn-Out Objection Notice, and any such resolution shall be final and binding on the parties (the date of any Borrowings hereundersuch resolution, if the determination finds that the Milestone has been met, the Borrower “Resolution Date”). If Purchaser and Seller Representative are unable to reach agreement within five (5) Business Days after an Earn-Out Objection Notice has been delivered to Buyers, Purchaser and Seller Representative shall select the Borrowing or Borrowings submit all unresolved objections (“Unresolved Earn-Out Objections”) to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the time an arbitrator. The dispute resolution procedures set forth in Section 2.10(e) prior 11.14 shall apply to the scheduled resolution of the Unresolved Earn-Out Objections, mutatis mutandis. The determination of the arbitrator shall be final and binding on the parties, absent fraud or manifest error (the date of such repayment; provided thatdetermination, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Classif the determination finds that the Milestone has been met, the “Determination Date”). If the Borrower fails resolution agreed to make a timely selection by the Purchaser and Seller Representative on the Resolution Date or the determination made by the arbitrator on the Determination Date finds that the Milestone has been met, then the Earn-Out Shares shall be delivered to the Sellers within thirty (30) days of the Borrowing Resolution Date or Borrowings to be repaid or prepaidDetermination Date, such payment as applicable. (d) Any and all Earn-Out Shares shall be applied, first, solely in retained by the case Purchaser until the earliest to occur 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, the Earnout Date (if no Class is specified and Earnout Objection Notice has been delivered pursuant to subsection (c)), the Resolution Date, or the Determination Date (such payment relates to a Borrowing denominated in Dollarsdate, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first“Release Date”) and, thirdduring the period of such retention, shall be deemed “Holdback Shares” for purposes of this Agreement. On the Release Date, any Holdback Shares shall be issued to the Sellers pro rata (based on Exhibit B hereto) within each Classfifteen (15) Business Days of thereof. If as of the Release Date, there are actual or pending claims under Article VII that, in the aggregate, have a potential value (as calculated in accordance with Article VII) that exceeds the Basket Amount (defined below), Holdback Shares with a value equal to the amount by which the potential liability exceeds the Basket Amount (assuming a per Share price of $0.18) will continue to be held by the Purchaser pending the resolution of such claims. Any Holdback Shares remaining after the resolution and payment of all such claims shall within fifteen (15) Business Days thereafter be issued to the Sellers pro rata (based on Exhibit B hereto). (e) In the event that no Earn-Out Statement shall have been delivered to the Purchaser by the Seller Representative by the end of the ten (10) Business Day period beginning on the forty eight (48) month anniversary of the date of this Agreement, the Earn-Out Shares shall automatically be cancelled without any consideration owed to any remaining Borrowings Seller in respect of such Earn-Out Shares and without the order of need for any action by Purchaser, the remaining duration of their respective Interest Periods Sellers or any other Person. (f) In the Borrowing with the shortest remaining Interest Period event that any Seller is required 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 return Common Shares to Purchaser pursuant to the Loans terms of this Agreement, each such Class included in Seller agrees to take all such Borrowing. If the repayment or prepayment amount is denominated in Dollars and the Class actions as are reasonably necessary to be repaid or prepaid is not specified, the Borrower shall repay or prepay promptly effect such amount pro rata between any outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodreturn.

Manner of Payment. 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 (i) The Borrowers shall notify the Administrative Agent in writing (which notice may be by telephone (confirmed by telecopy facsimile or electronic communicationmail) of such selection any repayment or prepayment hereunder (i) in the case of repayment or prepayment of a LIBO Rate Loan with an Interest Period not expiring on the date of payment, not later than 1:00 p.m. (New York time) three Business Days before the time set forth in Section 2.10(e) prior to the scheduled 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 repaymentnotice 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, each if a notice of repayment or prepayment is given in connection with a conditional notice of Borrowings termination of the Revolving Commitments as contemplated by Section 2.6, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.6. Promptly following receipt of any such notice relating to any a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each repayment or prepayment of a Class Borrowing shall be applied ratably to repay the Loans included in the repaid or prepay prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.9 and (B) any outstanding ABR Borrowings of such Class before any other Borrowings of such Classpayments due pursuant to Section 2.8. If the Borrower fails Borrowers fail to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 BorrowingsBase Rate Loans and, 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each . (ii) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest or fees or reimbursement of Letter of Credit Disbursements) or under any other Loan Document (except to the extent otherwise provided therein) prior to 1:00 p.m. (New York time) (unless otherwise specified in this Agreement), on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Loan is to be made by any Lender on a date the Borrowers are to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of 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 is denominated in Dollars and the Class principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 2.4 or prepaid paid by the Borrowers to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be wired to the Administrative Agent at the Contact Office, ABA 0▇▇-▇▇▇-▇▇▇ for the Administrative Agent’s Account No. 9▇-▇▇▇-▇▇▇, Ref: TE/TOUSA Senior LLC, except as otherwise expressly provided in the relevant Loan Document, and except payments to be made directly to the Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.17, 2.18 and 9.14 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not specifieda Business Day, the Borrower date for payment shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of be extended to the Dollar Lenders and the Multicurrency Lendersnext succeeding Business Day and, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order case of any payment accruing interest, interest thereon shall be payable for the remaining duration period of their respective Interest Periods, commencing with such Borrowings with extension. All payments hereunder or under any other Loan Document (except to the shortest remaining Interest Period. If the repayment or prepayment is denominated extent otherwise provided therein) shall be made 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodDollars.

Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, Tenant shall pay all Rent as the Borrower same shall select the Borrowing or Borrowings to be paid become due and shall notify the Administrative Agent by telephone payable under this Lease (confirmed by telecopy or electronic communicationa) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment 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 Borrowing denominated New York Clearing House Association member bank, in Dollarseach case at the times provided herein without notice or demand and without setoff or counterclaim except as herein expressly provided to the contrary. 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 outstanding ABR Borrowings pro rata between such Fixed Rent if and for so long as Tenant shall timely comply with Landlord's wire instructions in connection with such payments. All Rent shall be paid in lawful money of the United States to Landlord at its office or such other place in the United States as Landlord may from time to time designate. If Tenant fails timely to pay any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR BorrowingsRent, secondTenant shall pay interest thereon from the date when such Rent became due to the 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 or (ii) the maximum rate permitted by law. Any Additional Charges for which no Class due date 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing this Lease shall be applied ratably between due and payable on the Dollar Loans 30th day after the date of Landlord's invoice therefor. All bills, invoices and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class statements rendered to Tenant with respect to this Lease shall be applied ratably binding and conclusive on Tenant subject 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.7.13

Manner of Payment. Subject (a) Any indemnification payment by the Sellers pursuant to this Article VIII shall be satisfied through a distribution of shares that remain available in the Escrow Account. The Seller Representative and the Buyer shall, within three (3) Business Days after the final determination that such payment is owed, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release the appropriate portion of the Escrow Amount to the Buyer or the Buyer Parent; provided, however, that if a payment is required to be made pursuant to Section 2.10(d8.2(b) (each, a “Special Claim”), prior to any repayment or prepayment after such payment obligation of any Borrowings hereunderSeller under this Article VIII for a Special Claim is satisfied from the Escrow Account, then the Seller responsible for such Special Claim shall be obligated to immediately contribute to the Escrow Account the amount of all such Losses so satisfied that are attributable to such Seller (either in cash or in shares of Parent Stock (based on the Buyer Specified Stock Price), at the election of such Seller, provided that if cash is contributed to the Escrow Account by such Seller, then any indemnification obligations of such Seller (including its Pro Rata Share of claims under Section 8.2(a)) will be paid first using such contributed cash, and any remaining cash in the Escrow Account after satisfaction of all pending claims will be allocated to such Seller first as the remaining funds in the Escrow Account are distributed to the Sellers). (b) For purposes of any amount to be released from the Escrow Account in satisfaction of such indemnification payments, the Borrower dollar value of each Escrow Share shall select be deemed the Borrowing or Borrowings Buyer Specified Stock Price with the number of shares of Escrow Shares to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) released to an Indemnified Party in satisfaction of such selection not later than the time set forth in Section 2.10(e) prior indemnification payments rounded up to the scheduled date of such repayment; provided thatnearest whole share. (c) Any indemnification payment by the Buyer or the Buyer Parent pursuant to this Article VIII shall, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If unless otherwise agreed by the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 is denominated in Dollars Buyer and the Class Seller Representative with respect 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 Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 each such payment, be satisfied by payment of cash within three (3) Business Days after the balance final determination that such payment is owed, by wire transfer of immediately available funds to such account or account(s) as designed in writing by the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, Seller Representative to the Borrower shall repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodBuyer.

Manner of Payment. Subject Lessee shall reimburse Lessor for any such Taxes paid by Lessor to Section 2.10(d)the applicable taxing authorities on demand, prior together with interest at the Post-Maturity Rate (such reimbursement to any repayment or prepayment be based upon the mutual agreement of any Borrowings hereunderthe Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Borrower shall select Relevant Assets and the Borrowing or Borrowings Additional Improvements). In the event that Lessee fails to be paid pay its share (as mutually determined by Lessor and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communicationLessee) of such selection not later Taxes to Lessor in accordance with the provisions of this Section 6.2, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf on demand following the date Lessor delivers to Lessee evidence of such payment. If Lessee objects to Lessor’s determination of the amount of Taxes allocated to the Premises and Relevant Assets and the Additional Improvements, then the determination of the amount of such allocation shall be submitted to an accounting firm reasonably acceptable to both Lessor and Lessee. Lessee shall pay the cost of such determination by such accounting firm, unless the amount of taxes allocated to the Premises and Relevant Assets and the Additional Improvements as determined by Lessor exceeds by more than 5% the time set forth amount determined by such firm, in Section 2.10(e) which event the cost of such determination by such accounting firm shall be paid by Lessor at its sole expense. 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 primа fаcie evidence of the existence, payment, nonpayment and amount of such Taxes. Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law, so long as no lien attaches prior to delinquency and no authority commences foreclosure proceedings. If either Party contests such items then the scheduled date other Party shall cooperate with the contesting Party, at the contesting Party’s expense, in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such repayment; provided that, years that are coincident with the applicable tax years and for which each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Classapplicable Party is responsible. If In the Borrower event Lessor fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 BorrowingsTaxes related to the Premises, second, if no Class the Relevant Assets or the Additional Improvements to the extent Lessor is specified and such responsible for 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 (same on or before delinquency, then Lessee shall have the Pro-Rata Borrowing with right to pay the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenderssame on Lessor’s account, and thereafter repay or prepay Lessor shall reimburse Lessee for such cost on demand, together with interest at the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodPost-Maturity Rate. 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a proHOU03:1337014 - 11 -rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject to Section 2.10(d(a) On each Payment Date (other than (x) during the Amortization Period or (y) when an Event of Default has occurred and is continuing, where, in each case, clause (b) below shall apply), prior payments shall be made by the Agent to any repayment or prepayment the extent of any Borrowings hereunderthe Available Amounts on deposit in the Collateral Account and, with respect to clause (iv) only, the Borrower shall select Reserve Account, in the Borrowing or Borrowings following order of priority: (i) on a pro rata basis to (x) East West Bank, any fees required to be paid with respect to the Collateral Account, the Reserve Account and/or the Operating Account, including any unpaid fees with respect to the Collateral Account, the Reserve Account and/or the Operating Account, that remain unpaid with respect to one or more prior Payment Dates, including without limitation any accrued and shall notify unpaid wire transfer fees or other banking fees, (y) Custodian, the Administrative Agent by telephone Custodian Fee and any unpaid expenses and indemnities due and owing to the Custodian, including any such unpaid Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates and (confirmed by telecopy z) Securities Custodian, the Securities Custodian Fee and any unpaid expenses and indemnities due and owing to the Securities Custodian, including any such unpaid Securities Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or electronic communicationmore prior Payment Dates; (ii) to Borrower, for application or distribution as may be agreed between Borrower and Investment Manager, the Investment Management Fee and any Investment Manager Reimbursable Expenses; (iii) to Agent, any accrued and unpaid costs, fees, expenses and indemnities relating to the Indebtedness; (iv) to Agent, for the benefit of Lenders, all accrued and unpaid Interest Amount and Unused Fees; (v) to Agent, for deposit into the Reserve Account in an amount required to meet the Required Reserve Amount; (vi) to Agent, for the benefit of Lenders, amounts necessary (if any) required to cure any Borrowing Base Deficiency as of such selection not later than Payment Date; (vii) if a Cash Trapping Event has occurred and is continuing, an amount equal to 50% of the time Available Amounts remaining after payment of amounts set forth in Section 2.10(eclauses (i) prior to the scheduled date of such repayment; provided thatthrough (vi) above shall, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of at the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency)discretion either (x) to be remitted to the Agent, for deposit into the Borrower may, at its option, Reserve Account or (y) used to repay or prepay any the 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 principal balance of the Borrowings denominated Loan; provided that the amounts used as described in such Currency clauses (x) and (y) shall be deemed to be a Maintenance Payment and may not be re-borrowed until the Cash Trapping Event is zero cured; and (0), then if there are viii) any remaining proceedsamounts after payment of amounts set forth in clauses (i) through (vii) above, to Borrower. (b) On each Payment Date (x) during the Amortization Period, (y) on the Maturity Date or (z) when an Event of Default has occurred and is continuing, or more frequently as agreed to by Borrower and Agent, payments shall be made by the Agent to the extent of the Available Amounts on deposit in the Collateral Account and, with respect to clauses (iv) and (v) only, the Borrower shall repay or prepay Reserve Account, in the Loans following order of priority: (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)i) on a pro-pro rata basis between each outstanding Class of Revolving Credit Exposure in to (x) East West Bank, any fees required to be paid with respect to the order Collateral Account, the Reserve Account and/or the Operating Account, including any unpaid fees with respect to the Collateral Account, the Reserve Account and/or the Operating Account, that remain unpaid with respect to one or more prior Payment Dates, including without limitation any accrued and unpaid wire transfer fees or other banking fees, (y) Custodian, the Custodian Fee, and any due and owing expenses and indemnities of the remaining duration Custodian, including any such unpaid Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates and (z) Securities Custodian, the Securities Custodian Fee and any unpaid expenses and indemnities due and owing to the Securities Custodian, including any such unpaid Securities Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates; (ii) to Borrower, for application or distribution as may be agreed between Borrower and Investment Manager, the Investment Management Fee and any Investment Manager Reimbursable Expenses; (iii) to Agent, any accrued and unpaid costs, fees, expenses and indemnities relating to the Indebtedness; (iv) to Agent, for the benefit of their respective Lenders, all accrued and unpaid Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.Amount and Unused Fees;

Manner of Payment. Subject Lessee shall reimburse Lessor for any such Taxes paid by Lessor to Section 2.10(d)the applicable taxing authorities on demand, prior together with interest at the Post-Maturity Rate from the 10th Business Day following such demand (such reimbursement to any repayment or prepayment be based upon the mutual agreement of any Borrowings hereunderthe Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Borrower shall select Relevant Assets and the Borrowing or Borrowings Additional Improvements). In the event that Lessee fails to be paid pay its share (as mutually determined by Lessor and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communicationLessee) of such selection not later Taxes to Lessor in accordance with the provisions of this Section 6.2, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf on demand following the date Lessor delivers to Lessee evidence of such payment. If Lessee objects to Lessor’s determination of the amount of Taxes allocated to the Premises and Relevant Assets and the Additional Improvements, then the determination of the amount of such allocation shall be submitted to an accounting firm reasonably acceptable to both Lessor and Lessee. Lessee shall pay the cost of such determination by such accounting firm, unless the amount of taxes allocated to the Premises and Relevant Assets and the Additional Improvements as determined by Lessor exceeds by more than 5% the time set forth amount determined by such firm, in Section 2.10(e) which event the cost of such determination by such accounting firm shall be paid by Lessor at its sole expense. 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. Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law, so long as no lien attaches prior to delinquency and no authority commences foreclosure proceedings. If either Party contests such items then the scheduled date other Party shall cooperate with the contesting Party, at the contesting Party’s expense, in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such repayment; provided that, years that are coincident with the applicable tax years and for which each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Classapplicable Party is responsible. If In the Borrower event Lessor fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 BorrowingsTaxes related to the Premises, second, if no Class the Relevant Assets or the Additional Improvements to the extent Lessor is specified and such responsible for 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 (same on or before delinquency, then Lessee shall have the Pro-Rata Borrowing with right to pay the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenderssame on Lessor’s account, and thereafter repay or prepay Lessor shall reimburse Lessee for such cost on demand, together with interest at the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a proPost-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodMaturity Rate.

Manner of Payment. 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 promptly by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e2.10(f) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject Lessee shall reimburse Lessor for any such Taxes paid by Lessor to Section 2.10(d)the applicable taxing authorities on demand, prior together with interest at the Post-Maturity Rate (such reimbursement to any repayment or prepayment be based upon the mutual agreement of any Borrowings hereunderthe Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Borrower shall select Relevant Assets and the Borrowing or Borrowings Additional Improvements). In the event that Lessee fails to be paid pay its share (as mutually determined by Lessor and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communicationLessee) of such selection not later Taxes to Lessor in accordance with the provisions of this Section 6.2, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf on demand following the date Lessor delivers to Lessee evidence of such payment. If Lessee objects to Lessor’s determination of the amount of Taxes allocated to the Premises and Relevant Assets and the Additional Improvements, then the determination of the amount of such allocation shall be submitted to an accounting firm reasonably acceptable to both Lessor and Lessee. Lessee shall pay the cost of such determination by such accounting firm, unless the amount of taxes allocated to the Premises and Relevant Assets and the Additional Improvements as determined by Lessor exceeds by more than 5% the time set forth amount determined by such firm, in Section 2.10(e) which event the cost of such determination by such accounting firm shall be paid by Lessor at its sole expense. 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 primа fаcie evidence of the existence, payment, nonpayment and amount of such Taxes. Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the foregoing may be separately issued), at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law, so long as no lien attaches prior to delinquency and no authority commences foreclosure proceedings. If either Party contests such items then the scheduled date other Party shall cooperate with the contesting Party, at the contesting Party’s expense, in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such repayment; provided that, years that are coincident with the applicable tax years and for which each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Classapplicable Party is responsible. If In the Borrower event Lessor fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 BorrowingsTaxes related to the Premises, second, if no Class the Relevant Assets or the Additional Improvements to the extent Lessor is specified and such responsible for 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 (same on or before delinquency, then Lessee shall have the Pro-Rata Borrowing with right to pay the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenderssame on Lessor’s account, and thereafter repay or prepay Lessor shall reimburse Lessee for such cost on demand, together with interest at the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodPost-Maturity Rate. 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.HOU03:1337014 - 11 - ARTICLE VII

Manner of Payment. Subject Any indemnification of the Seller Indemnified Parties or the Purchaser Indemnified Parties pursuant to this Section 2.10(d)6B shall be effected by wire transfer of immediately available funds from the Sellers or the Purchaser, prior as the case may be, to an account designated in writing by any repayment Seller Indemnified Party or prepayment Purchaser Indemnified Party, as the case may be, within 15 days after the determination thereof. The amount of any Borrowings hereunderLoss for which indemnification is provided pursuant to this Section 6B shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss. Any such indemnification payments to be made to a Seller Indemnified Party shall be made (a) first from the Escrow Account, and (b) to the extent the amount in the Escrow Account is insufficient for purposes of making such payment, from the Sellers. Further, the Borrower shall select Parties agree to treat the Borrowing or Borrowings to be paid amount of any indemnification payment made as a purchase price adjustment, and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Classprepare all Tax Returns consistent with that position. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case The amount of any payment Loss for which indemnification is provided pursuant to this Section 6B shall take into account any reductions in or refunds of a Borrowing denominated in Dollars, Taxes realized by the Purchaser or the Company with respect 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including subsequent taxable years as a result of the Borrower’s incurrence of such Losses ("Tax Benefits"). At the option of the Purchaser, such Tax Benefits shall be taken into account either (i) by reducing the amount of the required indemnification by the present value of the future Tax Benefits or (ii) through a reimbursement of such Tax Benefits to the Sellers as and when such Tax Benefits are actually realized. In the event that any taxing authority successfully asserts that the receipt by the Purchaser of proceeds from a prepayment event in such Agreed Foreign Currency)an indemnification payment is taxable income, the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just Sellers agree to indemnify the Multicurrency Lenders in Purchasers for the order Tax cost of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such that indemnification 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. 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 time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the 748405650 Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. 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 time set forth in Section 2.10(e2.10(ef) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the 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 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

Manner of Payment. Subject Unless a Unitholder makes an election to the Fund in the manner specified in the Disclosure Documents to receive distributions payable to such Unitholder in respect of Mutual Fund Units in accordance with Section 2.10(d)8.6.2, prior each distribution on Mutual Fund Units of a Series to which such Unitholder is entitled, less any repayment tax required to be withheld under applicable law, shall be reinvested in additional Mutual Fund Units or prepayment fractions of Mutual Fund Units of the Series at the Series Net Asset Value per Unit calculated on the distribution date on which such amount was first payable to the Unitholder. No sales charge or commission shall be payable by a Unitholder in connection with any Borrowings hereundersuch reinvestment. The Trustee, upon the Borrower direction of the Manager, may transfer temporarily from capital to income within a Fund, sufficient cash to facilitate distributions of Net Capital Gains to Unitholders. A Unitholder of record may direct the Fund in the manner specified in the Disclosure Documents to make payment of all distributions in respect of Mutual Fund Units payable to the Unitholder by cash, cheque or such other payment method as may be acceptable to the Trustee, in which event the Trustee shall select the Borrowing or Borrowings cause such distributions to be paid and shall notify to such Unitholder by such designated method, as applicable, in lieu of reinvesting the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the time set forth same as provided in Section 2.10(e) prior 8.6.1. Each distribution on ETF Units to which such Unitholder is entitled, less any tax required to be withheld under applicable law, shall be paid to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such ClassUnitholder in cash. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in In the case of any joint holders, payment of a Borrowing denominated in Dollarsdistributions as provided shall, unless such joint holders otherwise direct, be made payable 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 all such joint holders and if more than one address appears on the remaining duration register of their respective Interest Periods (a Fund in respect of such joint holding, the Pro-Rata Borrowing with the shortest remaining Interest Period to payment may be repaid or prepaid first) and, third, within each Class, sent to any remaining Borrowings in the order one of the remaining duration registered addresses as selected by the Trustee or its agent. The forwarding of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each such payment of a Pro-Rata Borrowing as aforesaid shall be applied ratably between the Dollar Loans satisfy and Multicurrency Loans included in discharge all liability for such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably distributions to the Loans extent of the sum represented thereby, unless such cheques, if applicable, shall not be paid at par on presentation to the relevant Fund's bankers. In the event of non receipt of any payment for any distribution by the Unitholder to whom it is so sent as aforesaid, the Trustee, on proof of such Class included in non receipt and upon a satisfactory indemnity being given to it and to a Fund, shall issue to 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as Unitholder a result of the Borrower’s receipt of proceeds from payment for 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Periodlike amount.

Manner of Payment. Subject On the payment date applicable under Section 4 above, the Company shall make payment of the vested portion of the Award as follows: (a) the Earned Award, Double Trigger CIC Earned Award or Double Trigger CIC Target Award, as applicable, shall be paid by causing the Company’s designated broker to credit an account for the Participant with a number of Shares equal to the number of Performance Shares that became payable on such date; or (b) the Pro Rata Earned Award shall generally be paid by causing the Company’s designated broker to credit an account for the Participant with a number of Shares equal to the number of Performance Shares that became payable on such date; however, to the extent that payment is made on or after the occurrence of a Change in Control in circumstances in which Section 3 would have been applicable had the Participant still been employed with the Company on the effective date of the Change in Control, the value of the Pro Rata Earned Award shall be paid in cash, with such value calculated by multiplying the number of Performance Shares that became payable on such date by the closing price of a Share on the last trading day immediately prior to effective date of the Change in Control; or (c) the value of the Single Trigger CIC Earned Award, Single Trigger CIC Pro Rata Target Award or Single Trigger CIC Full Target Award, as applicable, shall be paid in cash, with such value calculated by multiplying the number of Performance Shares that became payable on such date by the closing price of a Share on the last trading day immediately prior to effective date of the Change in Control; and (d) any dividend equivalents or other distributions credited to the Participant’s account pursuant to Section 2.10(d)1(b) above with respect to the Earned Award, prior Pro Rata Earned Award, Double Trigger CIC Earned Award, Double Trigger CIC Target Award, Single Trigger CIC Earned Award, Single Trigger CIC Pro Rata Target Award or Single Trigger CIC Full Target Award, as applicable, shall be paid in cash. To the extent that the dividend equivalents or other distributions payable to any repayment or prepayment the Participant were credited to the Participant’s account as a number of any Borrowings hereunderShares rather than as a cash amount, the Borrower Committee shall select determine the Borrowing or Borrowings corresponding amount of cash payable to be paid and shall notify the Administrative Agent Participant by telephone (confirmed multiplying the number of Shares so credited to the Participant’s account by telecopy or electronic communication) the closing price of such selection not later than a Share on the time set forth in Section 2.10(e) trading day immediately prior to the scheduled applicable payment date (or, in the event of a Single Trigger CIC Earned Award, Single Trigger CIC Pro Rata Target Award or Single Trigger CIC Full Target Award, by the closing price of a Share on the last trading day immediately prior to effective date of such repayment; provided that, each repayment of Borrowings the Change in Control). The Company shall pay all original issue or transfer taxes and all fees and expenses incident to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case delivery 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably Shares 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest PeriodParticipant.

Manner of Payment. Subject to Section 2.10(d)All payments due hereunder shall be made in ----------------- United States dollars by check drawn on money center banks without any deduction or withholding for or on account of, prior to any repayment taxes, duties, levies, fees or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing charges except those taxes or Borrowings duties levied against AAI which are legally required to be paid and shall notify the Administrative Agent withheld by telephone (confirmed by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such ClassOraPharma. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case All taxes levied on account of any payment of a Borrowing denominated in Dollars, accruing 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 AAI under this Agreement which constitutes income 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 shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing AAI shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment obligation 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 outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the 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 PeriodAAI, and, if after provision is made in law or regulation for withholding, such paymenttax shall be deducted by OraPharma from any payment then due, OraPharma shall pay such tax to the proper taxing authority, and receipt for payment of the tax secured shall be promptly sent to AAI by OraPharma. However, AAI shall have the right to appeal to the appropriate tax authority any such withholding and payments of any such tax. Both parties acknowledge that certain bulk drug and/or excipient materials have been sourced by OraPharma and that OraPharma has contracted directly with Third Parties for such materials. Further, the balance cost of the Borrowings denominated materials may be subject to price discounts if ordered in sufficient quantity. If (a) OraPharma directly procures such Currency is zero raw materials to capture the price discount, or (0)b) AAI purchases bulk quantities at OraPharma's request (in which case OraPharma shall pay to AAI the cost of the materials prior to AAI becoming obligated to make such bulk purchase) then the Manufacturing Costs will be reduced accordingly as mutually agreed upon by the parties. After the Effective Date, then if there are AAI and OraPharma will take a physical inventory of all raw materials purchased by OraPharma and still remaining as raw material available for future production without modification. Such physical inventory will be adjusted to reflect any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated OraPharma inventory used by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure AAI and billed to OraPharma in the order period beginning with the first validation batch manufactured by AAI pursuant to ORAP 1006 through the date of the remaining duration physical inventory, and thereafter, adjusted for any inventory rendered unusable due to shelf life or other issues not caused by AAI. AAI shall provide OraPharma with a credit in the amount of their respective Interest Periods, commencing with such Borrowings with $[*] per Batch for each Batch manufactured until the shortest remaining Interest Period.value of the inventory is exhausted. --------------- * Confidential Treatment Requested -11-