Tax Sharing True-up Payments. (a) Federal Income Taxes. Not later than 45 business days after the Consolidated Return is filed with respect to any taxable period, Ford shall deliver to Ford Credit a Pro Forma Ford Credit Federal Return reflecting the Ford Credit Federal Income Tax Liability. Upon receipt, Ford Credit shall pay to Ford, or Ford shall pay to Ford Credit, as appropriate, in accordance with their customary intercompany settlement procedure, an amount equal to the difference, if any, between the Ford Credit Federal Income Tax Liability for the taxable period and the aggregate amount, if any, paid by Ford Credit with respect to such taxable period under [Section 4.5(a)] of this Agreement.

GAC Issuance True-Up Premium. Eight Business Days prior to the Scheduled GAC Issuance Date, Insurer will send the calculation of the GAC Issuance True-Up Premium to the Company for review. Five Business Days prior to the Scheduled GAC Issuance Date, the Company will respond

GAC Issuance True-Up Premium Payment. The GAC Issuance True-Up Premium will be paid on the Scheduled GAC Issuance Date as follows: # if the GAC Issuance True-Up Premium is a positive number, then the Independent Fiduciary will irrevocably direct the Plan Trustee to pay to Insurer an amount, in Cash, equal to the GAC Issuance True-Up Premium, plus interest calculated in accordance with [Schedule 8], and Insurer will deposit the Cash into the designated separate account that supports the Contract; or # if the GAC Issuance True-Up Premium is a negative number, then Insurer will pay to the Plan Trust an amount, in Cash, equal to the absolute value of the GAC Issuance True-Up Premium plus interest calculated in accordance with [Schedule 8].

All amounts payable to Unum pursuant to [Section 11.9] will be paid in U.S. dollars within ​ days after the end of each calendar quarter with respect to Net Sales in such calendar quarter. Each payment of royalties due to Unum will be accompanied by a statement, on a country-by-country basis, of the amount of gross sales of Products in the Licensed Territory, as applicable, during the applicable calendar quarter, Net Sales in the Licensed Territory with respect to Products showing with reasonable specificity the aggregate deductions from gross sales provided for in the definition of Net Sales during such calendar quarter, and a calculation of the amount of royalty payment due on such sales for such calendar quarter.

Representations True. The representations and warranties made by the Borrower in the Loan Documents or otherwise made by or on behalf of the Borrower in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the date of such Increase Notice and on the date the Total Commitment is increased (unless such representations are limited by their terms to a specific date), both immediately before and after the Total Commitment is increased, other than for changes in the ordinary course of business permitted by this Agreement; and

True Sale. Each Transferred Asset sold hereunder shall have been sold by the Seller to the Purchaser in a “true sale” (or in the case of a Participation, a “true participation”) and “absolute transfer”, free and clear of any Lien (except for Permitted Liens).

True Sale. Except for purposes of GAAP, the Borrower will not account for or treat the transactions contemplated by the First Tier Master Purchase Agreement and the Second Tier Purchase Agreement in any manner other than as the sale, or absolute assignment, of the Receivables and other Collateral by the Originators to ​ and by ​ to the Borrower, respectively.

True and Correct. The copy of the Contract provided to Farmee by Farmor is a true and correct copy of the original Contract; provided, however, that Farmor makes no representation and warranty in relation to the accuracy or completeness of any interpretation or translation into, or from, the English language.

Lock-Up. For a period from the Effective Date until the twelve month anniversary of the Effective Date (the “Lock-Up Period”), Holder will not, directly or indirectly:

During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Purchaser; provided that if the Holder is the Chief Executive Officer of the Company, the Holder may offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, up to 500,000 of the Lock-up Shares (any such shares, “Transfer Shares”) provided that the person acquiring such Transfer Shares shall sign and deliver to the Parent a resale lock-up agreement substantially in the form of this resale lock-up agreement and the lock-up period for such Transfer Shares shall be no shorter than the Lock-Up Period applicable to the Transfer Shares immediately prior to their transfer.

Drawdown Notice True Up Shares which may be issued to the Investor from time to time in accordance with the Purchase Agreement.

If at the end of each Annual True-up Period, the total volume of Crude Oil delivered, or caused to be delivered, by Tapstone to Plains under this Agreement and under the contracts listed on the attached Exhibit “D” (as the same may be amended from time to time by mutual agreement of the parties) is less than the Minimum Quantity for such Annual True-up Period (the deficiency being the “Deficiency Volume”), then a Deficiency Payment shall be made by Tapstone to Plains. The Deficiency Payment shall be determined by multiplying any such Deficiency Volume by the then applicable annual “E” rate (as defined in [Section 1] above) in effect during that Annual True-up Period.

Notwithstanding anything to the contrary in the Note, this Loan Agreement or any of the other Loan Documents, and in addition to the other provisions set forth in this [Section 10.7], upon a failure of ​ to make a Trigger Period True Up Deposit, ​ shall be and remain fully and personally liable to ​ for the payment of the amount of the Trigger Period True Up Deposit.

Environmental Reports; Clean-Up. If any written report, including any report containing results of any Environmental Assessment (an "Environmental Report") shall indicate # the presence of any Hazardous Materials as to which Tenant has a removal or remediation obligation under this [Section 5.3], and # that as a result of same, the investigation, characterization, monitoring, assessment, repair, closure, remediation, removal, or other clean-up (the "Clean-up") of any Hazardous Materials is required, Tenant shall immediately prepare and submit to Landlord within thirty (30) days after receipt of the Environmental Report a comprehensive plan, subject to Landlord’s written approval, specifying the actions to be taken by Tenant to perform the Clean-up so that the Premises are restored to the conditions required by this Lease. Upon Landlord’s approval of the Clean-up plan, Tenant shall, at Tenant’s sole cost and expense, without limitation on any rights and remedies of Landlord under this Lease, immediately implement such plan with a consultant reasonably acceptable to Landlord and proceed to Clean-Up Hazardous Materials in accordance with all applicable laws. If, within thirty (30) days after receiving a copy of such Environmental Report, Tenant fails either # to complete such Clean-up, or # with respect to any Clean-up that cannot be completed within such thirty-day period, fails to proceed with diligence to prepare the Clean-up plan and complete the Clean-up as promptly as practicable, then Landlord shall have the right, but not the obligation, and without waiving any other rights under this Lease, to carry out any Clean-up recommended by the Environmental Report or required by any governmental authority having jurisdiction over the Premises, and recover all of the costs and expenses thereof from Tenant as Additional Rent, payable within ten (10) days after receipt of written demand therefor.

Pursuant to [Section 2.01] of the Indenture, as amended herby, the Company hereby creates and issues a series of Notes designated as “10.000% Senior Secured Second Priority Notes” in the aggregate principal amount of ​ (the “Roll-Up Notes”). The Roll-Up Notes will have the same terms as the Initial Notes other than as provided therein and in this Third Supplemental Indenture. All Roll-Up Notes issued under the Indenture will, once issued, be considered Notes for all purposes thereunder, will vote as a single class with the Initial Notes and will be subject to and take the benefit of all the terms, conditions and provisions of the Indenture.

The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of # one year after the completion of the Company’s initial Business Combination and # subsequent to the completion of the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to the Company’s initial Business Combination, the closing price of the Ordinary Shares equals or exceeds ​ per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.

Environmental Reports; Clean-Up. If any written report, including any report containing results of any Environmental Assessment (an “ XE "Environmental Report" Environmental Report”) shall indicate # the presence of any Hazardous Materials as to which Tenant has a removal or remediation obligation

If any Borrower or ​ on account of payments by Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to ​, or any ​, assignee of any ​, or Participant (each, individually, a "Payee" and collectively, the "Payees"), subject to [[Section 16.3(b), (a)])]])] if such withheld or deducted Taxes are Indemnified Taxes, the sum payable by Borrower to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions of Indemnified Taxes, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the "Gross-Up Payment"), # such Borrower shall make such withholding or deductions of Taxes, and # such Borrower shall pay the full amount of Taxes withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Except as otherwise provided in [Section 16.5] with respect to certain Taxes arising on certain assignments, the Loan Parties shall jointly and severally indemnify each ​ and Payee (a "Tax Indemnitee") for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this [Section 3.11]) payable or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses (including reasonable fees and disbursements of counsel), actually incurred in connection therewith (whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Body), except as arising out of the gross negligence or willful misconduct if the Tax Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment). The obligations of the ​ and Loan Parties under this [Section 3.11] shall survive the termination of this Agreement and the repayment of the Loans.

The Restricted Shares may not, at any time prior to becoming vested pursuant to the terms of this Agreement, be Transferred and any such purported Transfer shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

[Section 409A] Gross-Up If, notwithstanding the efforts of the parties to comply with Section 409A, Employee is subject to any excise tax under Section 409A, ​ will make additional payments (“​ Gross-Up Payments”) to Employee so that after taking into account any such additional tax and any related interest and/or penalties and the ​ Gross-Up Payments, Employee will be in the same position as if no excise tax under Section 409A and no related interest or penalties had been imposed upon ​ pursuant to Section 409A. The Accounting Firm will have the same general duties with respect to the determination of the amount of any [Section 409A] Gross-Up Payments as it has with respect to the determination of Gross-Up Payments with respect to [Section 4999] under [Section A] above and the parties will follow procedures in connection with the determination and payment of any [Section 409A] Gross-Up Payments that are similar to those specified in [Section A] above in connection with the determination and payment of any Gross-Up Payments with respect to [Section 4999].