Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account (except payments to be made directly to the Swingline Lender as expressly provided herein) in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e)) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) p.m. on the day when due in Dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.2 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.9, 2.06Section 2.17, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 Section 2.19 or 8.04(cSection 8.4(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.7(d), from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace periodhereunder held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Alternate Base Rate” contained in Section 1.01 and of the Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, LIBOR Market Index Rate and the LC Fee and the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.10 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.10, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. 12:00 noon (New York City Timetime) on the day when due in Dollars United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees Commitment Fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.04, 2.11(c)2.08, 2.13(c)2.12, 2.15, 2.18, 2.21 2.18 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuing Bank to such Lender for the account of its Applicable Lending OfficeOffice or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time to the extent permitted by law against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (ii) or (iii) of the definition of the “Base Rate” and of commitment fees the Commitment Fee and the LC Fees Fee shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees Commitment Fee or LC Fees are Fee is payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, Commitment Fee or commitment feesLC Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection contained herein, any Advance or other amount payable by the Borrower hereunder that is not paid when due (a) above whether at stated maturity, by acceleration or Section 2.04(dotherwise), and all Advances at any time an Event of Default shall have occurred and be continuing, shall (to the Borrower may payfullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, or cause to be paid pursuant in the case of each Advance, to the applicable Related Documentsinterest rate in effect from time to time for such Advance plus 2% per annum, and, in the Reimbursement Amount with respect to any drawing under a Bond Letter case of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigateother amounts, to the extent practicalBase Rate plus the Applicable Margin for Base Rate Advances plus 2% per annum, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentpayable in each case upon demand.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder and under any Note not later than 1:00 P.M. 12:00 p.m. (New York City Timetime) on the day when due in Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, to the applicable Fronting Bank, at the Agent’s Account its address referred to in Section 8.02 in same day funds funds, without condition set-off, counterclaim or deduction defense and any such payment to the Administrative Agent or any Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for any counterclaimall purposes, defense, recoupment and upon such payment the Lenders shall look solely to the Administrative Agent or setoffsuch Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.05, 2.09, 2.11(c), 2.13(c)2.13, 2.15, 2.182.16, 2.21 or 8.04(c8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.08(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each LenderLender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by such Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder, after hereunder or under any applicable grace periodNote held by such Lender, to charge from time to time against any or all of the such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the rate referred to in clause Alternate Base Rate (ibased upon The Wall Street Journal’s published “prime rate”) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Eurodollar Rate, Alternate Base Rate (based upon the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in upon clause (iii) of the definition of the “Alternate Base Rate” and of commitment fees and LC Fees ), the Eurodollar Rate or the Federal Funds Rate shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees interest are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the each Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the any Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything The principal amount of any Advance (or any portion thereof) payable by any Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the contrary set forth fullest extent permitted by law) bear interest from the date when due until paid in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant full at a rate per annum equal at all times to the rate otherwise applicable Related Documentsto such Advance plus 2% per annum, the Reimbursement Amount with respect to payable upon demand. Any other amount payable by any drawing Borrower hereunder or under a Bond Letter of Credit directly any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the LC Issuing Bank fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that issued such Bond Letter of Credit. Upon receipt any payment by or on behalf of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment Borrower is made to the Administrative Agent, which will apply any Fronting Bank or any Lender, or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the prepayment extent of Borrowings such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a principal amount rate per annum equal to the principal amount of such Reimbursement Amount so financedFederal Funds Rate from time to time in effect. The Administrative Agent shall select obligations of the Borrowings to be prepaid pursuant to Lenders and the Fronting Banks under clause (ii) above of the preceding sentence shall survive the payment in a manner that will mitigate, to full of any amounts hereunder and the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymenttermination of this Agreement.

Payments and Computations. (a) The Each Borrower shall make each payment to be made hereunder and under any Note issued by it hereunder such Borrower not later than 1:00 P.M. 10:00 A.M. (New York City TimeChicago time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition setoff, counterclaim or deduction for any counterclaim, defense, recoupment or setoffother deduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment principal, interest, facility fees, utilization fees and letter of credit fees ratably (other than amounts payable pursuant to Section 2.02(c2.02(b), 2.062.07, 2.11(c)2.11, 2.13(c), 2.15, 2.18, 2.21 2.14 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender, if and to the extent any payment owed to such Lender by such Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the such Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of any interest or commitment fees, as the case may be; provided, however, that, provided that if such extension would cause payment of interest on or principal of a Eurodollar Rate Revolving Loans Advance to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due by such Borrower to a Lender the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection contained herein, any amount payable by a Borrower hereunder that is not paid when due (awhether at stated maturity, by acceleration or otherwise) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant shall (to the applicable Related Documents, fullest extent permitted by law) bear interest from the Reimbursement Amount with respect to any drawing under date when due until paid in full at a Bond Letter of Credit directly rate per annum equal at all times to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such paymentBase Rate plus 2%, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentpayable upon demand.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable its Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar RateAdjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar SOFR Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (aA) The Borrower (pursuant to Section 2.7(B) or Section 2.7(C) and as otherwise permitted in this Agreement) shall make each payment to be made by it and prepayment hereunder and under the Advances in respect of principal, interest, expenses, indemnities, fees or other Obligations due from the Borrower not later than 1:00 4:00 P.M. (New York City TimeSan ▇▇▇▇, Puerto Rico time) on the day when due in U.S. Dollars to the Administrative Agent Agent, for the ratable benefit of the Lenders, at the Agent’s Account its address referred to in Section 9.3, in immediately available, same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, fees or any other Obligations then payable hereunder to more than one Lender, to the corresponding Funding Agent, for the benefit of such Lenders, ratably in accordance with the amounts of such respective Obligations then payable to such Lenders, and (ii) if such payment by the Borrower is in respect of principal or interest or commitment fees ratably (other than amounts any Obligation then payable pursuant hereunder to Section 2.02(c)one Lender, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders corresponding Funding Agent, for the account benefit of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending OfficeLender, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance Payments on Obligations may also be made by the application of an Assignment and Assumption and recording of the information contained therein funds in the Register pursuant to Collection Account or the Takeout Transaction Account as provided in Section 8.07(c2.7(B) or 2.7(D), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) as applicable. All computations of interest based on for Advances made under the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest is payable. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or LC Fees are fees is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dB) Whenever any payment hereunder shall be stated All payments to be made in respect of fees, if any, due on a day other than a Business Day, such payment to the Agent from the Borrower hereunder shall be made on the next succeeding Business Daydate when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and such extension without setoff, counterclaim or other deduction of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. any nature (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount other than with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount Taxes pursuant to Section 2.04(e2.15), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent and an action therefor shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentimmediately accrue.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account in same day funds and without condition set off, deduction or deduction for any counterclaim, defense, recoupment or setoffcounterclaim other than deductions on account of taxes. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fees or interest or commitment fees LC Fees ratably (other than amounts payable pursuant to Section 2.02(c)2.10, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.13 or 8.04(c)) to the Lenders and the LC Issuers, as applicable, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuer to such Lender or LC Issuer for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each LenderLender and each LC Issuer, if and to the extent payment owed to such Lender or LC Issuer is not made when due hereunder, after any applicable grace periodhereunder or under the Note held by such Lender or LC Issuer, to charge from time to time against any or all of the Borrower’s accounts with such Lender or LC Issuer any amount so due. (c) All computations of interest based on the rate referred to in clause (i) Base Rate, when such computations of the definition of Base Rate are based on the “Base Prime Rate” contained in Section 1.01 , shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Base Rate (other than such computations of the Base Rate that are based on the Prime Rate), of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition Facility Fees and of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees such Facility Fees or such LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, Facility Fee or commitment feesLC Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders or the LC Issuers hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender or LC Issuer, as applicable, on such due date an amount equal to the amount then due such LenderLender or LC Issuer. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender or LC Issuer, as applicable, shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender or LC Issuer together with interest thereon, for each day from the date such amount is distributed to such Lender or LC Issuer until the date such Lender or LC Issuer repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. 12:00 noon (New York City Timetime) on the day when due in Dollars United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees Commitment Fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.04, 2.11(c)2.08, 2.13(c)2.12, 2.15, 2.18, 2.21 2.18 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuing Bank to such Lender for the account of its Applicable Lending OfficeOffice or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time to the extent permitted by law against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (ii) or (iii) of the definition of the “Base Rate” and of commitment fees the Commitment Fee and the LC Fees Fee shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees Commitment Fee or LC Fees are Fee is payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, Commitment Fee or commitment feesLC Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection contained herein, any Advance or other amount payable by the Borrower hereunder that is not paid when due (a) above whether at stated maturity, by acceleration or Section 2.04(dotherwise), and all Advances at any time an Event of Default shall have occurred and be continuing, shall (to the Borrower may payfullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, or cause to be paid pursuant in the case of each Advance, to the applicable Related Documentsinterest rate in effect from time to time for such Advance plus 2% per annum, and, in the Reimbursement Amount with respect to any drawing under a Bond Letter case of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigateother amounts, to the extent practicalBase Rate plus the Applicable Margin for Base Rate Advances plus 2% per annum, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentpayable in each case upon demand.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff, subject to the Borrower’s right to make a Borrowing to directly repay outstanding Revolving Loans as provided in Section 2.02(f) (it being agreed that repayment made in accordance with such Section on any Borrowing Date shall be deemed to satisfy the requirements of this sentence). The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable its Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar RateAdjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar SOFR Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees or commissions ratably (other than amounts payable pursuant to Section 2.02(c)2.03, 2.062.11, 2.11(c)2.12, 2.13(c)2.14, 2.15, 2.18, 2.21 2.20 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder pursuant to Section 2.18, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the prime rate referred to in clause (i) component of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, facility fee or commitment feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower Company and each Borrowing Subsidiary shall make each payment hereunder and under the Notes without set-off, counterclaim or other deduction by causing a wire transfer of immediately-available funds to be made by it hereunder initiated to the Administrative Agent in an amount equal to such payment not later than 1:00 P.M. 12:00 noon (New York City TimeChicago time) on the day when due in Dollars to from the Administrative Agent at the Agent’s Account in same day funds without condition Company or deduction for any counterclaim, defense, recoupment or setoffsuch Borrowing Subsidiary. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(cSections 2.03, 2.05(b), 2.062.08, 2.11(c)2.11, 2.13(c)2.12, 2.15, 2.18, 2.21 2.18 or 8.04(c)2.19) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance All such payments shall be made in Dollars, except that payments of principal of and interest on Borrowings in an Assignment and Assumption and recording of Alternative Currency shall be made in such Alternative Currency or, where such Alternative Currency has converted to the information contained therein Euro, in the Register pursuant Euro; provided that if the applicable Borrower fails to Section 8.07(c)make any payment of principal or interest with respect to any Borrowing in an Alternative Currency (including the Euro) on the due date thereof because such Alternative Currency has ceased to be freely transferable and convertible into Dollars in the international currency and exchange markets, such failure shall not constitute an Event of Default or an event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, if such Borrower pays the equivalent in Dollars of such payment on the due date thereof. In addition to any such Dollar payment, such Borrower agrees to pay to each affected Bank an indemnity payment within five Business Days after such Borrower shall have received a certificate from and after such Bank setting forth in reasonable detail the effective date specified amount of any loss, cost, damage or expense suffered by such Bank as a consequence of such inability to make any such payment in such Assignment and AssumptionAlternative Currency on the due date thereof. Each Bank agrees to use reasonable efforts to avoid or minimize all such loss, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereundercost, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesdamage or expense. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained , or the Eurocurrency Rate applicable to Borrowings denominated in Section 1.01 Sterling, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate (as to all other currencies) or the Federal Funds Effective Rate, NYFRB Rate or the rate referred all computations of interest pursuant to in clause (iii) Section 2.08 and all computations of the definition of Facility Fee and the “Base Rate” and of commitment fees and LC Fees Utilization Fee shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Bank) of an interest rate or fee owing hereunder shall be conclusive and binding for all purposes, absent manifest errorcreate a rebuttable presumption as to the correctness of such determination. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to a Lender the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 10:00 A.M. (New York City TimeChicago time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition setoff, counterclaim or deduction for any counterclaim, defense, recoupment or setoffother deduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment and facility fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.07, 2.11(c)2.11, 2.13(c)2.14, 2.15, 2.18, 2.21 2.16(a) or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after hereunder or under any applicable grace periodNote held by such Lender, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, interest or commitment fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d)contained herein, any amount payable by the Borrower may payhereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or cause to be paid pursuant otherwise) shall (to the applicable Related Documents, fullest extent permitted by law) bear interest from the Reimbursement Amount with respect to any drawing under date when due until paid in full at a Bond Letter of Credit directly rate per annum equal at all times to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such paymentBase Rate plus 2%, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentpayable upon demand.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes (if any), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 12:00 Noon (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds without condition or deduction for any counterclaimfunds, defense, recoupment or setoffexcept payments to be made directly to the Swingline Lender as expressly provided herein. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment facility fees ratably (other than amounts payable pursuant to Section 2.02(c), Sections 2.06, 2.11(c)2.14, 2.13(c), 2.15, 2.18, 2.21 2.17 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes or CAF Notes (if any) in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunderhereunder or under the Note or CAF Note, after any applicable grace periodas the case may be, held by such Lender (if any), to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) Base Rate and of the definition of the “Base Rate” contained in Section 1.01 facility fees and utilization fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB CAF Rate or the rate referred to Federal Funds Rate or in clause (iii) respect of the definition of the “Base Rate” and of commitment fees and LC Fees Fixed Rate Advances shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest errorprima facie evidence of the correctness thereof. (d) Whenever any payment hereunder or under the Notes or CAF Notes (if any) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances or CAF Eurodollar Rate Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made hereunder and under any Note issued by it hereunder such Borrower not later than 1:00 P.M. 10:00 A.M. (New York City TimeChicago time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition setoff, counterclaim or deduction for any counterclaim, defense, recoupment or setoffother deduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment principal, interest, facility fees, utilization fees and letter of credit fees ratably (other than amounts payable pursuant to Section 2.02(c2.02(b), 2.062.07, 2.11(c)2.11, 2.13(c), 2.15, 2.18, 2.21 2.14 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender, if and to the extent any payment owed to such Lender by such Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrowersuch ▇▇▇▇▇▇▇▇’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of any interest or commitment fees, as the case may be; provided, however, that, provided that if such extension would cause payment of interest on or principal of a Eurodollar Rate Revolving Loans Advance to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due by such Borrower to a Lender the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection contained herein, any amount payable by a Borrower hereunder that is not paid when due (awhether at stated maturity, by acceleration or otherwise) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant shall (to the applicable Related Documents, fullest extent permitted by law) bear interest from the Reimbursement Amount with respect to any drawing under date when due until paid in full at a Bond Letter of Credit directly rate per annum equal at all times to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such paymentBase Rate plus 2%, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentpayable upon demand.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. 12:00 noon (New York City Timetime) on the day when due in U.S. Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, the Fronting Bank, at the Agent’s Account its address referred to in Section 10.02 hereof, in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent or the Fronting Bank, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders, to the respective Lenders to whom the same are payable, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c)10.07, from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent or the Fronting Bank, as the case may be, shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes the Administrative Agent, the Fronting Bank and each Lender, if and to the extent payment owed to the Administrative, the Fronting Bank Agent or such Lender Lender, as the case may be, is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s 's accounts with the Administrative Agent, the Fronting Bank or such Lender Lender, as the case may be, any amount so due. (c) All computations of interest based on the rate referred to in clause Base Rate (i) except when determined on the basis of the definition of the “Base Federal Funds Rate” contained in Section 1.01 ) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be. All computations of interest and other amounts payable pursuant to Section 4.03 shall be made by the Lender claiming such interest or other amount on the basis of a year of 360 days. All other computations of interest, and all including computations of interest based on the Eurodollar Rate, the Base Rate (when and if determined on the basis of the Federal Funds Effective Rate), NYFRB Rate or the rate referred to in clause (iii) and all computations of the definition of the “Base Rate” and of commitment fees and LC Fees other amounts payable hereunder, shall be made by the Administrative Agent on the basis of a year of 360 days. In each such case, in each case such computation shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees other amounts are payable. Each such determination by the Administrative Agent of an interest rate hereunder Agent, the Fronting Bank or a Lender shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment under any Loan Document shall be stated to be due, or the last day of an Interest Period hereunder shall be stated to be due occur, on a day other than a Business Day, such payment shall be made made, and the last day of such Interest Period shall occur, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may beand fees hereunder; provided, however, that, that if such extension would cause payment of interest on on, or principal of of, Eurodollar Rate Revolving Loans Advances to be made made, or the last day of an Interest Period for a Eurodollar Rate Advance to occur, in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business DayDay and such reduction of time shall in such case be included in the computation of payment of interest hereunder. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes without set-off or counterclaim not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or commitment fees Facility Fees ratably (other than amounts payable pursuant to Section 2.02(c)2.03, 2.062.08, 2.11(c)2.12, 2.13(c), 2.15, 2.18, 2.21 or 2.15 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the Citibank's base rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees Facility Fees and LC Utilization Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees interest or LC Facility Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder shall be stated to or under the Notes would be due on a day other than a Business Day, such payment due date shall be made on extended to the next succeeding Business Day, and any such extension of time such due date shall in such case be included in the computation of payment of interest or commitment feesFacility Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. 12:00 noon (New York City Timetime) on the day when due in Dollars United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees Facility Fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.04, 2.11(c)2.08, 2.13(c)2.12, 2.15, 2.18, 2.21 2.15 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuing Bank to such Lender for the account of its Applicable Lending OfficeOffice or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(b), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time to the extent permitted by law against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “"Base Rate” contained in Section 1.01 " shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the LC Fee, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iiiii) of the definition of the “"Base Rate” " and of commitment fees and LC Facility Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees interest or LC Facility Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesFacility Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection contained herein, any Advance or other amount payable by the Borrower hereunder that is not paid when due (a) above whether at stated maturity, by acceleration or Section 2.04(dotherwise), and all Advances at any time an Event of Default shall have occurred and be continuing, shall (to the Borrower may payfullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, or cause to be paid pursuant in the case of each Advance, to the applicable Related Documentsinterest rate in effect from time to time for such Advance plus 2% per annum, and, in the Reimbursement Amount with respect to any drawing under a Bond Letter case of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigateother amounts, to the extent practicalBase Rate plus the Applicable Margin for Base Rate Advances plus 2% per annum, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentpayable in each case upon demand.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) p.m. on the day when due in Dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.2 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.8, 2.06Section 2.16, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 Section 2.18 or 8.04(cSection 8.4(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.7(d), from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace periodhereunder held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Alternate Base Rate” contained in Section 1.01 and of the Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate and the LC Fee and the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.9 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.9, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) p.m. on the day when due in Dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.08, 2.062.16, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace periodhereunder held by such Lender, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “"Alternate Base Rate” contained in Section 1.01 " and of the Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate and the LC Fee and the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made hereunder and under any Note issued by it hereunder such Borrower not later than 1:00 P.M. 10:00 A.M. (New York City TimeChicago time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition setoff, counterclaim or deduction for any counterclaim, defense, recoupment or setoffother deduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment principal, interest, facility fees, utilization fees and letter of credit fees ratably (other than amounts payable pursuant to Section 2.02(c2.02(b), 2.062.07, 2.11(c)2.11, 2.13(c), 2.15, 2.18, 2.21 2.14 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender, if and to the extent any payment owed to such Lender by such Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the such Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of any interest or commitment fees, as the case may be; provided, however, that, provided that if such extension would cause payment of interest on or principal of a Eurodollar Rate Revolving Loans Advance to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due by such Borrower to a Lender the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection contained herein, any amount payable by a Borrower hereunder that is not paid when due (awhether at stated maturity, by acceleration or otherwise) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant shall (to the applicable Related Documents, fullest extent permitted by law) bear interest from the Reimbursement Amount with respect to any drawing under date when due until paid in full at a Bond Letter of Credit directly rate per annum equal at all times to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such paymentBase Rate plus 2%, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentpayable upon demand.

Payments and Computations. (a) The Each Borrower shall make each payment required to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in US Dollars to the Administrative Agent at the Administrative Agent’s Account 's Account, in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees the Facility Fee ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c2.06(c), 2.13(c)2.10, 2.152.11, 2.182.13, 2.21 2.14, 2.16 or 8.04(c9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.16, and upon the Administrative Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.16(d), from and after the applicable Extension Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to the Assuming Lender. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest that are based on the rate referred to in clause (ia) of the definition of the “"Base Rate” contained " set forth in Section 1.01 and of Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest that are otherwise based on the Eurodollar Rate, Rate or that are based on the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) and of Discount and of the definition of the “Base Rate” and of commitment fees and LC Fees Applicable Utilization Fee shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees are payable or LC Fees are payablesuch Discount has accreted. Each determination by the Administrative Agent of an interest rate or Discount hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances, or the payment of the Face Amount or the Accreted Value of any Discounted Notes, to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder (including fees and expenses) not later than 1:00 P.M. 11:00 a.m. (New York City Timetime) on the day when due due, in Dollars Dollars, to the Administrative Agent at the Agent’s Account its address referred to in same day Section 11.8 in immediately available funds without condition set-off or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or interest or commitment fees ratably (other than amounts to the extent payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)the Lenders) to the Lenders Lenders, in accordance with the application of payments set forth in clauses (g) and (h) of this Section 2.13, as applicable, for the account of their respective Applicable Domestic Lending Offices; provided, and like funds relating to the payment of any other amount however, that amounts payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c2.14(c), from Section 2.14(e), Section 2.15 or Section 2.16 shall be paid only to the affected Lender or Lenders and after amounts payable with respect to Swing Loans shall be paid only to the effective date specified in such Assignment and Assumption, Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York City time) shall make all payments hereunder in respect of be deemed to be received on the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext succeeding Business Day. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) and of the definition of the “Base Rate” contained in Section 1.01 fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as 365/366 days (360 days in the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 daysfees), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest and fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) [Intentionally Omitted]. (d) Each payment by the Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit Issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract. (e) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar any BA Rate Revolving Loans Loan to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Prime Rate Loans and then to repay such Loans outstanding as BA Rate Loans with those BA Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ef) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each relevant Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon at the Prime Rate, for the first Business Day, and, thereafter, at the rate applicable to Prime Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (fg) Notwithstanding anything Subject to the contrary set forth provisions of clause (h) of this Section 2.13 (and except as otherwise provided in subsection (a) above Section 2.9 or Section 2.04(delsewhere in this Agreement), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any other Loan Party shall be applied first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may pay, or cause to be paid have advanced pursuant to the applicable Related Documentsexpress provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; second, to pay all other Obligations then due and payable; and then, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion; and, unless provided otherwise herein, all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and the Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions. (h) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default, and agrees that upon the termination of the Commitments or the acceleration of any of the Obligations pursuant to Section 9.2, the Reimbursement Amount Facility Agents shall apply all payments made to or received by any Facility Agent, any Lender or any Issuer constituting proceeds of Collateral (including all funds on deposit in the Special Cash Collateral Account or any Cash Collateral Account (including all proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice)) and all other payments made to or received by any Facility Agent, any Lender or any Issuer with respect to any drawing under a Bond Secured Obligations in the following order: first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; second, to pay interest on and then principal of any Swing Loan; third, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) or Cash Management Obligations then due to the Facility Agents; fourth, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) then due to the Lenders and the Issuers; fifth, to pay Secured Obligations in respect of any fees then due to the Facility Agents, the Lenders and the Issuers; sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit directly Undrawn Amounts in the manner described in Section 9.3; eighth, to pay or prepay principal amounts on Secured Obligations in respect of Hedging Contracts and Cash Management Obligations, ratably (based on the proportional amounts thereof) to the LC Issuing Bank aggregate principal amount of such Hedging Contracts and Cash Management Obligations; ninth, to the ratable (based on the proportional amounts thereof) payment of all other Secured Obligations; and tenth, as directed by the Borrower; provided, however, that issued such Bond Letter of Credit. Upon receipt if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through ninth, the available funds being applied with respect to any such paymentObligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the applicable Agent’s and each applicable Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such LC Issuing Bank will promptly clause; and provided, however, that payments that would otherwise be allocated to the Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata and then to the Lenders. The order of priority set forth in clauses first through ninth of this Section 2.13(h) may at any time and from time to time be changed by the agreement of the Requisite Lenders and each adversely affected Lender without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or an Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(h) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders. (i) (A) apply such payment to that portion At the option of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to principal on the prepayment Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of Borrowings in a principal amount equal to the principal amount Revolving Loans and Protective Advances may be paid from the proceeds of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.Swing

Payments and Computations. (a) The Borrower Company shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoffby deposit of such funds to the Agent’s account maintained at the Payment Office. The Administrative Agent will give the Company prior notice of the due date of the principal of any Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.08, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.12 or 8.04(c)2.17) to the Lenders applicable Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower Company hereby authorizes each LenderBank, if and to the extent payment owed to such Lender Bank by the Company is not made when due hereunder, after hereunder under any applicable grace periodNote held by such Bank, to charge from time to time against any or all of the BorrowerCompany’s accounts with such Lender Bank any amount so due. Each Bank agrees promptly to notify the Company after any such charge, provided that the failure to give such notice shall not affect the validity of such charge. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, interest or commitment fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case cases be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due from the Company to a Lender the Banks hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent it on such date, date and the Administrative Agent it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that the Borrower Company shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, Agent at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to be made by it hereunder any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City Timetime) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in Dollars U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Reference: Burlington Resources Inc., or at such other location designated by notice to the Agent’s Account Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds without condition funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or deduction for must otherwise be returned by the Administrative Agent or any counterclaimLender upon the bankruptcy, defenseinsolvency or reorganization of the Borrower or otherwise, recoupment or setoffsuch payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.07, 2.062.11, 2.11(c)2.12, 2.13(c)2.13, 2.15, 2.18, 2.21 2.19 or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to Base Rate and of facility fees and utilization fees (or amounts in clause (ilieu thereof) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes, absent manifest errorpurposes if made reasonably and in good faith. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment facility fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount rate equal to the principal amount of Effective Federal Funds Rate for such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentday.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s 's Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or commitment fees commissions ratably (other than amounts payable pursuant to Section 2.02(c2.04(b)(ii), 2.062.11, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.14 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Agent's receipt of such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “"Base Rate” contained in Section 1.01 " shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or commitment feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (fe) Notwithstanding anything If the Agent receives funds for application to the contrary set forth obligations hereunder under circumstances for which neither this Agreement nor the Borrower specify the Advances or the Facility to which, or the manner in subsection (a) above or Section 2.04(d)which, such funds are to be applied, the Borrower may payAgent may, or cause but shall not be obligated to, elect to be paid pursuant distribute such funds to the applicable Related Documents, the Reimbursement Amount each Lender ratably in accordance with respect to any drawing under a Bond Letter such Lender's proportionate share of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such Reimbursement Amount so financed. The Administrative of the outstanding Advances or other obligations owed to such Lender, and for application to such principal installments, as the Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentdirect.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment facility fees or utilization fees ratably (other than amounts payable pursuant to Section 2.02(c2.03, 2.05, 2.06(b), 2.06, 2.11(c2.07(b), 2.13(c)2.13, 2.15, 2.18, 2.21 2.16 or 8.04(c)8.04(d) to be distributed to the respective parties entitled thereto) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (iBase Rate and of facility fees, letter of credit fees under Section 2.06(d) and of the definition of the “Base Rate” contained in Section 1.01 utilization fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or facility fees or LC Fees usage fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfacility fee, letter of credit fees under Section 2.06(d) or utilization fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances or LIBO Rate Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to a Lender the Lenders hereunder that the a Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) p.m. on the day when due in Dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.07, 2.062.16, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.18(c) or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace periodhereunder held by such Lender, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “"Alternate Base Rate” contained in Section 1.01 " and of the Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate and the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The All payments of principal and of interest on any Advance denominated in Dollars and of all facility fees, agency fees and utilization fees shall be made in Dollars and in immediately available funds. (b) All payments of principal and interest on any Advance denominated in an Alternate Currency shall be made in such Currency and in immediately available funds. (c) Each Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on and under the day when due in Dollars Notes to the Administrative Agent at the Administrative Agent’s Account in same the Principal Financial Center for the relevant Currency in immediately available funds, not later than 11:00 A.M. Local Time on the day funds when due and without condition set-off or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or principal, interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.10, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.13 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like Currency and funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (cd) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 , when the Base Rate is determined by reference to Citibank’s base rate, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment facility fees and LC Fees utilization fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposesbinding, absent manifest error. (de) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, facility fee or commitment feesutilization fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances to be made in the next following succeeding calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ef) Unless the Administrative Agent shall have received notice from the either Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, interest or commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account in same day funds without condition deduction, off-set or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, facility fees or interest or commitment letter of credit fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.03, 2.11(c2.05(b), 2.13(c2.06(b), 2.152.11, 2.182.14, 2.21 2.18(j) or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) Base Rate and of the definition of the “Base Rate” contained in Section 1.01 facility fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances or LIBO Rate Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to a Lender the Lenders hereunder that the a Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account (except payments to be made directly to the Swingline Bank as expressly provided herein) in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 8.04(c) or 8.04(c)8.16) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees the Non-Use Fee ratably (other than amounts payable pursuant to Section 2.02(c2.02(b), 2.06, 2.11(c2.07(c), 2.13(c)2.10, 2.152.13, 2.18, 2.21 8.04(c) or 8.04(c)8.16) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on and the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Non-Use Fee shall be made by the Administrative Agent on the basis of a year of 360 days, except that interest computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees interest or LC Fees are the Non-Use Fee is payable. Each determination by the Administrative Agent of an interest rate or the Non-Use Fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesthe Non-Use Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account (except payments to be made directly to the Swingline Lender as expressly provided herein) in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e)) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment required to be made by it hereunder under this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars (in the case of principal of or interest on Advances to be repaid) or in Sterling (in the case of any fees payable pursuant to this Agreement) to the Administrative Agent at the Administrative Agent’s Account Office in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c2.07(c), 2.13(c)2.11, 2.152.12, 2.182.14, 2.21 2.15 or 8.04(c9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between the Borrower and such Lender. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) other than determinations of the definition of Base Rate made at any time by reference to the “Base Federal Funds Rate” and of commitment fees and LC Fees ) shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are interest is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may beinterest; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees or commissions ratably (other than amounts payable pursuant to Section 2.02(c)2.03, 2.06, 2.11(c)2.11, 2.13(c)2.14, 2.15, 2.18, 2.21 2.20 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, facility fee or commitment feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account (except payments to be made directly to the Swingline Bank as expressly provided herein) in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.18 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower All payments of principal of and interest on each Loan in a particular Currency shall make each payment to be made in such Currency. (i) All payments of principal of and interest on the Loans and all other amounts whatsoever payable by it hereunder a Borrower under this Agreement and the Notes shall be made in immediately available funds, without deduction, setoff or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 1:00 P.M. 11:00 A.M. (New York City Timein the case of amounts payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. due. (ii) The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.10 or 8.04(c)3.03 or as contemplated by Section 2.03(c) or 2.13) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. . (iii) Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in such Assignment and Assumption, Acceptance the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or assumed thereby to the Lender assignee thereunder, and or New Lender thereunder (as the case may be). The parties to such each Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause Base Rate (i) other than if the Base Rate is computed on the basis of the definition Federal Funds Rate) and of the “Base Rate” contained in Section 1.01 commitment fees and letter of credit commission shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Term SOFR, EURIBOR or the Eurodollar Rate, Base Rate based on the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or interest, commitment feesfees or, letter of credit commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving SOFR Loans or EURIBOR Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding U.S. Government Securities Business DayDay or Business Days, as applicable. (e) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower such ▇▇▇▇▇▇▇▇ has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding Anything in Section 2.05 or 2.06 to the contrary notwithstanding, and without prejudice to Section 2.06(b) or 7.01(a), if any Borrower shall fail to pay any principal or interest denominated in an Alternate Currency within one (1) Business Day after the due date therefor in the case of principal and three (3) Business Days after the due date therefor in the case of interest (without giving effect to any acceleration of maturity under Article VII (Events of Default)), the amount so in default shall automatically be redenominated in Dollars on the day one (1) Business Day after the due date therefor in the case of a principal payment and three (3) Business Days after the due date therefor in the case of an interest payment in an amount equal to the Dollar Equivalent of such principal or interest. (g) If any Lender is a Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations subject to this Section 2.09 due to it from and for the benefit of the Borrowers to the Non-Defaulting Lenders for application to, and reduction of, the Non-Defaulting Lenders’ ratable portion of all Obligations until such Non-Defaulting Lenders have been repaid in full. Each Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments in accordance with Section 2.13(a)(iii). This Section 2.09(g) shall (i) apply at any time such Lender is a Defaulting Lender and be effective regardless of whether an Event of Default has occurred or is continuing and notwithstanding (a) any other provision of this Agreement to the contrary or (b) any instruction of any Borrower as to its desired application of payments and (8) not be deemed to relieve or otherwise release any Borrower from any of its Obligations due or owing to any Lender, including a Defaulting Lender. (h) In connection with the use or administration of Term SOFR or EURIBOR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary set forth herein or in subsection (a) above any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt consent of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment other party to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), this Agreement or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financedany other Loan Document. The Administrative Agent shall select will promptly notify the Borrowings to be prepaid pursuant to clause (ii) above Borrowers and the Lenders of the effectiveness of any Conforming Changes in a manner that will mitigate, to connection with the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentuse or administration of Term SOFR or EURIBOR.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes, if any, without condition or deduction for counterclaim, defense, recoupment or setoff, not later than 1:00 P.M. 12:00 noon (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent’s Account Office in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or commitment fees Commitment Fees ratably (other than amounts payable pursuant to Section 2.02(c2.04(b), 2.06, 2.11(c2.04(c)(i), 2.13(c2.04(d), 2.152.11, 2.182.14, 2.21 2.17 or 8.04(c8.03(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.17 or as a result of a Commitment Increase pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Extension Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.06(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes (i) each Issuing Bank on behalf of each Lender, if and to the extent payment owed to such Lender is not made by the Borrower to the Administrative Agent when due hereunder, after to charge from time to time against any applicable grace periodor all of the Borrower’s accounts with such Issuing Bank any amount so due and (ii) each Lender, if and to the extent payment is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so duedue to such Lender prior to any sharing under Section 2.13. Nothing contained in this subsection (b) shall impair the obligations of any Lender under Section 2.13, the rights of the Administrative Agent or any Lender under Section 8.04 or any other rights and remedies (including other rights of set-off) that the Administrative Agent or such Lender may have. (c) All computations of interest based on the rate referred Base Rate (including when determined by reference to in clause (ithe Eurodollar Rate or the Federal Funds Rate) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable (which results in more fees or interest, commitment fees as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Advance for the day on which the Advance is made, and shall not accrue on an Advance, or LC Fees are payableany portion thereof, for the day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the greater of the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under Rate and a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded rate determined by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed accordance with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentbanking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) p.m. on the day when due in Dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.08, 2.062.16, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.18(c) or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace periodhereunder held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Alternate Base Rate” contained in Section 1.01 and of the Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate and the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) and of the definition of the “Base Rate” and of commitment fees and LC Fees Fee shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Except as otherwise specified in Section 2.03 with respect to payments to the Issuer of Reimbursement Obligations, the Borrower shall make each payment to be made by it hereunder under this Agreement and under the Notes not later than 1:00 P.M. 12:00 Noon (New York City Timetime) on the day when due in Dollars to the Administrative Agent at the Agent’s Account 's Office in same day funds immediately available funds. Each payment by the Borrower shall be made without condition set-off, counterclaim or other deduction for any counterclaim, defense, recoupment or setoffwhatsoever. The Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders (to the extent received by the Agent), in each case to each Lender for the account of their respective Applicable its applicable Lending OfficesOffice, (A) first, ratably according to the amount of interest which is then due and payable to the Lenders, (B) second, ratably according to the amount of principal which is due and payable to the Lenders and (C) third, ratably according to the amount of fees which then due and payable to the Lenders and (ii) like funds relating to the payment of any other amount payable to any Lender (to the extent received by the Agent) to such Lender for the account of its Applicable Lending Office; and in all cases, in each case to the funds distributed shall be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register Fees payable pursuant to Section 8.07(c), from and after 2.05 to a Lender are for the effective date specified in account of such Assignment and Assumption, the Administrative Agent Lender's Lending Office as such Lender shall make all payments hereunder in respect of the interest assigned thereby designate by notice to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesAgent. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would -------- ------- cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following succeeding calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ec) All computations of interest hereunder based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, for each day that the Prime Rate is the basis for such computation, and on the basis of a year of 360 days for each day that the Federal Funds Rate is the basis for such computation, and all computations of interest hereunder based on the Adjusted Eurodollar Rate shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive, absent manifest error. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder the Lenders that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. (fe) Notwithstanding anything Subject to Section 3.03, payments of Loans shall be applied first to pay Base Rate Loans and then to pay Eurodollar Rate Loans in the order that the Interest Periods for such Eurodollar Rate Loans end. All amounts shall be paid on the date specified therefor, whether or not such payment would require a payment of any Eurodollar Rate Loans prior to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to last day of the applicable Related DocumentsInterest Periods therefor or would result in losses, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders costs or expenses compensable under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment3.04.

Payments and Computations. (a) The Borrower Borrowers shall make each payment to be made by it hereunder (including fees and expenses) not later than 1:00 P.M. 2:00 p.m. (New York City Local Time) on the day when due due, in Dollars the currency specified herein (or, if no such currency is specified, in Dollars) to the Administrative applicable Agent at the Agent’s Account its address referred to in same day Section 11.8 (Notices, Etc.) in immediately available funds without condition set-off or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Each Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or principal, interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, and like funds relating to the payment of any other amount however, that amounts payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c2.15 (Capital Adequacy), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall make all payments hereunder in respect of the interest assigned thereby be paid only to the affected Lender assignee thereunder, or Lenders and amounts payable with respect to Swing Loans shall be paid only to the parties applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesbe received on the next Business Day. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) and of the definition of the “Base Rate” contained in Section 1.01 fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative applicable Agent on the basis of a year of 360 daysdays (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest and fees or LC Fees are payable. Each determination by the Administrative such Agent of an a rate of interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Revolving Loans Loan or Peso TIIE Rate Loan to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans. (e) Unless the Administrative any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due to a Lender hereunder that the such Borrower will not make such payment in full, the Administrative such Agent may assume that the such Borrower has made such payment in full to the Administrative such Agent on such date, date and the Administrative such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative such Agent, each applicable Lender shall repay to the Administrative such Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative such Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to the contrary set forth be applied in subsection accordance with Section 2.9(c) (a) above or Section 2.04(dMandatory Prepayments)), all payments and any other amounts received by each Agent from or for the Borrower benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may pay, or cause to be paid have advanced pursuant to the applicable Related Documentsexpress provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Reimbursement Amount with Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect to of Swing Loans received by any drawing under a Bond Letter of Credit directly Agent shall be distributed to the LC Issuing Bank that issued applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Bond Letter Lender’s Ratable Portion of Credit. Upon receipt the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such paymentof the Lenders and Issuers as are entitled thereto and, for such LC Issuing Bank will promptly payments allocated to the Lenders, in proportion to their respective Ratable Portions. (ig) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes, irrespective of any right of counterclaim or set-off, not later than 1:00 12:00 P.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the NEWY1\8114089.7 Administrative Agent’s Account account in same day funds without condition or deduction for any counterclaimfunds, defense, recoupment or setoffwith payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (x) if such payment by the payment Borrower is in respect of principal or principal, interest or commitment fees ratably (any other Obligation then payable hereunder and under the Notes to more than amounts payable pursuant one Bank, to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders such Banks for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Banks and like funds relating to (y) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Bank, to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c12.14(d) (Sale or Assignment), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each LenderBank and each of its Affiliates, if and to the extent payment owed to such Lender Bank is not made when due hereunderhereunder or, after any applicable grace periodin the case of a Bank, under the Note held by such Bank, to charge from time to time time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Bank or such Affiliate any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City Time) 11:00 a.m. on the day when due in Dollars Euros to the Administrative Agent at the Administrative Agent’s Account Account, in same day funds without condition or deduction for any counterclaimfunds, defense, recoupment or setoffwith payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)Sections 2.11, 2.062.12, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.13 or 8.04(c8.5(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.6(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) and of the definition of the “Base Rate” contained in Section 1.01 fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, three hundred and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause sixty (iii360) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may beinterest; provided, however, provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans any Advance to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at an interest rate reflecting the Federal Funds Effective RateAdministrative Agent’s cost of funds in respect of such payment. (fe) Notwithstanding anything The Borrower’s obligation to the contrary set forth in subsection pay all amounts due hereunder and under any other Loan Documents shall not be affected by any circumstance whatsoever, including: (ai) above any set-off, counterclaim, recoupment, deduction, abatement, suspension, diminution, reduction, defense or Section 2.04(d), other right which the Borrower may payhave against any supplier, whether such supplier was paid from the proceeds of Advances or cause to be paid otherwise, for any reason whatsoever arising under or pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly supply agreement or otherwise relating to the LC Issuing Bank that issued such Bond Letter purchase of Credit. Upon receipt of goods, other property or services from or by any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or supplier; (ii) if any defect in the condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any equipment or material provided by any such Reimbursement Amount has been financed with Borrowings, remit supplier; (iii) any actual or alleged default by any such payment supplier or any other Person under any supply agreement; or (iv) any other fact or circumstance relating to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentany supply agreement.

Payments and Computations. (a) The Borrower shall make each payment required to be made by it hereunder under this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City Local Time) on the day when due in Sterling (or (i) with respect to principal, interest or breakage indemnity due in respect of Advances denominated in Dollars, in Dollars and (ii) with respect to other payments required to be made pursuant to Section 2.11 or 9.04 that are invoiced in a currency other than Sterling shall be payable in the currency so invoiced) to the Administrative Agent at the applicable Administrative Agent’s Account Office in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c2.07(c), 2.13(c2.11, 2.12(i) (or if applicable the last sentence of Section 2.12), 2.152.14, 2.18, 2.21 2.15 or 8.04(c9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between the Borrower and such Lender. (c) All computations of interest based on the rate referred Base Rate or with respect to any Advances denominated in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Sterling shall be made by the Administrative Agent on the basis of a year of 365 or or, other than with respect to Sterling, 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate (other than with respect to any Advances denominated in Sterling) or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) other than determinations of the definition of Base Rate made at any time by reference to the “Base Federal Funds Rate” ), and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or such fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest demonstrable error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to in the applicable Related Documentscase of amounts in Sterling, the Reimbursement Amount with respect to any drawing under at a Bond Letter rate for short term borrowings of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations Sterling determined in which have not been funded a customary manner in good faith by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment required to be made by it hereunder under this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City TimeTokyo time) on the day when due in Dollars to the Administrative Agent at the applicable Administrative Agent’s Account Office in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c2.07(c), 2.13(c2.11, 2.12(a) (or if applicable the last sentence of Section 2.12), 2.152.14, 2.18, 2.21 2.15 or 8.04(c9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between the Borrower and such Lender. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees hereunder shall be made by the Administrative Agent on the basis of a year of 360 days, days and in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or such fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest demonstrable error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Cost of Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable its Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar RateAdjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar SOFR Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Loans made to the Borrower by the Lenders then outstanding. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder and under any Note not later than 1:00 P.M. 12:00 p.m. (New York City Timetime) on the day when due in Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, to the applicable Fronting Bank, at the Agent’s Account its address referred to in Section 8.02 in same day funds funds, without condition set-off, counterclaim or deduction defense and any such payment to the Administrative Agent or any Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for any counterclaimall purposes, defense, recoupment and upon such payment the Lenders shall look solely to the Administrative Agent or setoffsuch Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.05, 2.09, 2.11(c), 2.13(c)2.13, 2.15, 2.182.16, 2.21 or 8.04(c8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.08(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.47

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s 's Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or commitment fees commissions ratably (other than amounts payable pursuant to Section 2.02(c2.04(b)(ii), 2.062.11, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.14 or 8.04(c9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Agent's receipt of such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “"Base Rate” contained in Section 1.01 " shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or commitment feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (fe) Notwithstanding anything If the Agent receives funds for application to the contrary set forth obligations hereunder under circumstances for which neither this Agreement nor the Borrower specify the Advances or the Facility to which, or the manner in subsection (a) above or Section 2.04(d)which, such funds are to be applied, the Borrower may payAgent may, or cause but shall not be obligated to, elect to be paid pursuant distribute such funds to the applicable Related Documents, the Reimbursement Amount each Lender ratably in accordance with respect to any drawing under a Bond Letter such Lender's proportionate share of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such Reimbursement Amount so financed. The Administrative of the outstanding Advances or other obligations owed to such Lender, and for application to such principal installments, as the Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentdirect.

Payments and Computations. (a) The Borrower shall make each payment All payments to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Borrower shall make each payment hereunder not later than 1:00 p.m. on the day when due in U.S. dollars to the Agent at the Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or commitment fees commissions ratably (other than amounts payable pursuant to Section 2.02(c2.05(b), 2.062.11, 2.11(c)2.12, 2.13(c)2.14, 2.15, 2.18, 2.21 2.20 or 8.04(c8.04(e)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of Base Rate or the definition of the “Base Rate” contained in Section 1.01 Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fees or commitment feescommissions, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars to the Administrative Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the Agent’s Account ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Commitment Fees or interest or commitment fees Letter of Credit Fees ratably (other than except amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.12 or 8.04(c)Section 2.13 and except that any Bank may receive less than its ratable share of interest to the extent Section 8.06 is applicable to it) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred Base Rate (except during such times as the Base Rate is determined pursuant to in clause (ic) of the definition thereof), of the “Base Rate” contained in Section 1.01 Commitment Fees and of Letter of Credit Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective RateRate or, NYFRB during such times as the Base Rate or the rate referred is determined pursuant to in clause (iiic) of the definition of thereof, the “Base Rate” and of commitment fees and LC Fees Rate shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or in the case of Section 2.07, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesinterest, Commitment Fees and Letter of Credit Fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment required to be made by it hereunder under this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City Local Time) on the day when due in Dollars (or (i) with respect to principal, interest or breakage indemnity due in respect of Advances denominated in an Alternative Currency, in such Alternative Currency and (ii) with respect to other payments required to be made pursuant to Section 2.11 or 8.04 that are invoiced in a currency other than Dollars or an Alternative Currency shall be payable in the currency so invoiced) to the Administrative Agent at the applicable Administrative Agent’s Account Office in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment facility fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.11, 2.11(c2.12(i) (or if applicable the last sentence of Section 2.12), 2.13(c)2.14, 2.15, 2.18, 2.21 2.15 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between the Borrower and such Lender. (c) All computations of interest based on the rate referred Base Rate (to the extent based on the Prime Rate) or with respect to any Advances denominated in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Sterling shall be made by the Administrative Agent on the basis of a year of 365 or or, other than with respect to Sterling, 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate (other than with respect to any Advances denominated in Sterling) or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) other than determinations of the definition of Base Rate made at any time by reference to the “Base Federal Funds Rate” ), and of commitment facility fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or such fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest demonstrable error. (d) Whenever Except as otherwise set forth herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective NYFRB Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to in the applicable Related Documentscase of amounts in an Alternative Currency, the Reimbursement Amount with respect to any drawing under at a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion rate for short term borrowings of such Reimbursement Amount participations Alternative Currency determined in which have not been funded a customary manner in good faith by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment required to be made by it hereunder under this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City TimeTokyo time) on the day when due in Dollars (or (i) with respect to principal, interest or breakage indemnity due in respect of Advances denominated in Euros and (ii) with respect to other payments required to be made pursuant to Section 2.11 or 9.04 that are invoiced in Euros shall be payable in Euros) to the Administrative Agent at the applicable Administrative Agent’s Account Office in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c2.07(c), 2.13(c2.11, 2.12(a) (or if applicable the last sentence of Section 2.12), 2.152.14, 2.18, 2.21 2.15 or 8.04(c9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between the Borrower and such Lender. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees hereunder shall be made by the Administrative Agent on the basis of a year of 360 days, days and in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or such fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest demonstrable error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Cost of Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 12:00 Noon (New York City Timetime) on the day when due in U.S. Dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and, except as expressly set forth herein, without condition deduction, set-off or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees under or in respect of a particular Facility ratably (other than amounts payable pursuant to Section 2.02(c2.09(a), 2.06, 2.11(c2.09(b), 2.13(c2.11, 2.13(d) or 9.04(c), 2.15, 2.18, 2.21 or 8.04(c)amounts payable to an Issuing Bank in respect of Letters of Credit) to the relevant Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The If the Administrative Agent receives funds for application to the Obligations under the Basic Documents under circumstances for which the Basic Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, and neither Borrower has otherwise directed how such funds are to be applied (which direction is consistent with the terms of the Basic Documents), the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as the Administrative Agent shall direct. (c) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after hereunder or under any applicable grace periodNote held by such Lender, to charge from time to time against any or all of the such Borrower’s 's accounts with such Lender any amount so duedue (with notice to the Administrative Agent and the relevant Borrower promptly following such charge). (cd) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (e) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 daysinterest, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees commissions are payable. Each determination by the Administrative Agent of an interest rate rate, fee or commission hereunder made in accordance with the provisions of this Agreement shall be conclusive and binding for all purposes, absent manifest error. (df) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next immediately preceding Business Day. (eg) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to a any Lender hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account (except payments to be made directly to the Swingline Lender as expressly provided herein) in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable its Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar RateAdjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar SOFR Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder under any Loan Document not later than 1:00 P.M. (New York City Time) noon on the day when due in Dollars to the Administrative Agent at its Payment Office (or to the Agent’s Account applicable Issuing Bank, in the case of payments to an Issuing Bank under Section 2.18) in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or commitment fees commissions on Letters of Credit as contemplated by Section 2.18(b) ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c)2.10, 2.13(c)2.13, 2.15, 2.18, 2.21 2.16 or 8.04(c)8.04) to the Lenders Banks (decreased, as to any Bank, for any taxes withheld in respect of such Bank as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes (if any) in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the applicable Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice, the Administrative Agent may specify the Borrowing to which such payment shall apply. All of the Obligations of the Loan Parties under the Loan Documents shall be absolute and unconditional, and all payments to be made by the Loan Parties under the Loan Documents shall be made without condition or deduction for any counterclaim, defense, recoupment, or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred Base Rate (except during such times as the Base Rate is determined pursuant to in clause (ic) or clause (d) of the definition of the “Base Rate” contained in Section 1.01 thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar LIBO Rate, the Federal Funds Effective Rate, NYFRB of any fee payable under Section 2.03, Section 2.18(b), or, during such times as the Base Rate or the rate referred is determined pursuant to in clause (iiic) or clause (d) of the definition of thereof, the “Base Rate” and of commitment fees and LC Fees Rate shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.06 shall be made by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.06, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes (if any) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, provided that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans LIBOR Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to a Lender the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s 's Account in same day funds and without condition set off, deduction or deduction for any counterclaim, defense, recoupment or setoffcounterclaim other than deductions on account of taxes. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, Facility Fees, LC Fees or commitment fees the Utilization Fee ratably (other than amounts payable pursuant to Section 2.02(c)2.10, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.13 or 8.04(c)) to the Lenders and the LC Issuers, as applicable, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuer to such Lender or LC Issuer for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each LenderLender and each LC Issuer, if and to the extent payment owed to such Lender or LC Issuer is not made when due hereunder, after any applicable grace periodhereunder or under the Note held by such Lender or LC Issuer, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender or LC Issuer any amount so due. (c) All computations of interest based on the rate referred to in clause Base Rate (i) other than such computations of the definition of Base Rate that are based on the “Base Federal Funds Rate” contained in Section 1.01 ) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) and of the definition of Facility Fees, the “Base Rate” LC Fee and of commitment fees and LC Fees the Utilization Fee shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees Facility Fees, the LC Fee or LC Fees Utilization Fee are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, Facility Fee, the LC Fee or commitment feesthe Utilization Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders or the LC Issuers hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender or LC Issuer, as applicable, on such due date an amount equal to the amount then due such LenderLender or LC Issuer. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender or LC Issuer, as applicable, shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender or LC Issuer together with interest thereon, for each day from the date such amount is distributed to such Lender or LC Issuer until the date such Lender or LC Issuer repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under any Note not later than 1:00 P.M. 12:00 p.m. (New York City Timetime) on the day when due in Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, to the applicable Fronting Bank, at the Agent’s Account its address referred to in Section 8.02 in same day funds funds, without condition set-off, counterclaim or deduction defense and any such payment to the Administrative Agent or any Fronting Bank (as the case may be) shall constitute payment by the Borrower hereunder or under any Note, as the case may be, for any counterclaimall purposes, defense, recoupment and upon such payment the Lenders shall look solely to the Administrative Agent or setoffsuch Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.05, 2.09, 2.11(c), 2.13(c)2.13, 2.15, 2.182.16, 2.21 or 8.04(c8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.08(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each LenderLender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by the Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder, after hereunder or under any applicable grace periodNote held by such Lender, to charge from time to time against any or all of the Borrower’s accounts (other than any payroll account maintained by the Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the rate referred to in clause Alternate Base Rate (ibased upon The Wall Street Journal’s published “prime rate”) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Eurodollar Rate, Alternate Base Rate (based upon the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in upon clause (iii) of the definition of the “Alternate Base Rate” and of commitment fees and LC Fees ), the Term SOFR Rate, Daily Simple SOFR (if applicable) or the Federal Funds Rate shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees interest are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Term Benchmark Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything The principal amount of any Advance (or any portion thereof) payable by the Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the contrary set forth fullest extent permitted by law) bear interest from the date when due until paid in subsection (a) above or Section 2.04(d)full at a rate per annum equal at all times to the rate otherwise applicable to such Advance plus 2% per annum, payable upon demand. Any other amount payable by the Borrower may payhereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or cause to be paid pursuant otherwise) shall (to the applicable Related Documents, fullest extent permitted by law) bear interest from the Reimbursement Amount with respect to any drawing under date when due until paid in full at a Bond Letter of Credit directly rate per annum equal at all times to the LC Issuing Bank rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that issued such Bond Letter any payment by or on behalf of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment Borrower is made to the Administrative Agent, which will apply any Fronting Bank or any Lender, or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the prepayment extent of Borrowings such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a principal amount rate per annum equal to the principal amount of such Reimbursement Amount so financedFederal Funds Rate from time to time in effect. The Administrative Agent shall select obligations of the Borrowings to be prepaid pursuant to Lenders and the Fronting Banks under clause (ii) above of the preceding sentence shall survive the payment in a manner that will mitigate, to full of any amounts hereunder and the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymenttermination of this Agreement.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower Borrowers shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 12:00 noon (New York City Timetime) on the day when due in Dollars the relevant Currency to the Administrative Agent at the Administrative Agent’s 's Account for such Currency in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, Facility Fees or commitment fees Utilization Fees ratably (other than amounts payable pursuant to Section 2.02(cSections 2.03, 2.04(b), 2.06, 2.11(c2.05(b), 2.13(c)2.11, 2.152.12, 2.18, 2.21 2.15 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the 364-DAY CREDIT AGREEMENT Register pursuant to Section 8.07(c), ) from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees Facility Fees and LC Utilization Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees interest or LC Facility Fees or Utilization Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, Facility Fee or commitment feesUtilization Fee, as the case may be; provided, however, provided that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Revolving Loans Advances or Floating Rate Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to a Lender the Lenders hereunder that the a Borrower will not make such payment in full, the Administrative Agent may assume that the each Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the a Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (fe) All amounts owing under this Agreement (including payments required under Section 2.11, and payments required under Section 8.04(c) relating to any Advance denominated in Dollars, but not including principal of, and interest on, any Advance denominated in Euros or payments relating to any such Advance required under Section 8.04(c), which are payable in Euros) are payable in Dollars. Notwithstanding anything the foregoing, if a Borrower shall fail to the contrary set forth in subsection pay any principal of any Advance when due (a) above whether at stated maturity, by acceleration, by mandatory prepayment or Section 2.04(dotherwise), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that unpaid portion of such Reimbursement Amount participations Advance shall, if such Advance is not denominated in which have not been funded by Dollars, automatically be redenominated in Dollars on the Lenders under Section 2.04(e) and due date thereof (B) remit or, if such due date is a day other than the balance last day of the Interest Period therefor, on the last day of such payment to the Administrative Agent for further payment to the Lenders that have funded participations Interest Period) in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal an amount equal to the principal amount Dollar Equivalent thereof on the date of such Reimbursement Amount so financed. The Administrative Agent redenomination and such principal shall select be payable on demand; and if a Borrower shall fail to pay any interest on any Advance that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the Borrowings to be prepaid pursuant to clause due date therefor (iior, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) above in a manner that will mitigate, an amount equal to the extent practical, Dollar Equivalent thereof on the Borrower’s obligations under Section 8.04(c) with respect to date of such prepaymentredenomination and such interest shall be payable on demand.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account in same day funds and without condition set off, deduction or deduction for any counterclaim, defense, recoupment or setoffcounterclaim other than deductions on account of taxes. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fees or interest or commitment fees LC Fees ratably (other than amounts payable pursuant to Section 2.02(c)2.10, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.13 or 8.04(c)) to the Lenders and the LC Issuers, as applicable, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuer to such Lender or LC Issuer for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each LenderLender and each LC Issuer, if and to the extent payment owed to such Lender or LC Issuer is not made when due hereunder, after any applicable grace periodhereunder or under the Note held by such Lender or LC Issuer, to charge from time to time against any or all of the Borrower’s accounts with such Lender or LC Issuer any amount so due. (c) All computations of interest based on the rate referred to in clause (i) Base Rate, when such computations of the definition of Base Rate are based on the “Base Prime Rate” contained in Section 1.01 , shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Base Rate (other than such computations of the Base Rate that are based on the Prime Rate), of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition Facility Fees and of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees such Facility Fees or such LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, Facility Fee or commitment feesLC Fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders or the LC Issuers hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender or LC Issuer, as applicable, on such due date an amount equal to the amount then due such LenderLender or LC Issuer. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender or LC Issuer, as applicable, shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender or LC Issuer together with interest thereon, for each day from the date such amount is distributed to such Lender or LC Issuer until the date such Lender or LC Issuer repays such amount to the Administrative Agent, at the Federal Funds Effective NYFRB Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (ba) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Except as otherwise expressly provided herein, the Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City TimeChicago time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition funds, and any such payment to the Administrative Agent shall constitute payment by the Borrower hereunder or deduction under the Notes, as the case may be, for any counterclaimall purposes, defense, recoupment or setoffand upon such payment the Lenders shall look solely to the Administrative Agent for their respective interests in such payment. The Administrative Agent will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.03, 2.11(c2.04(b), 2.13(c2.04(c), 2.152.08, 2.182.12, 2.21 2.15 or 8.04(c8.04(b)) (according to the Lenders' respective Commitments) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after hereunder or under any applicable grace periodNote held by such Lender, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (ia) of the definition of the “term "Base Rate” contained in Section 1.01 " shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Adjusted CD Rate, the Federal Funds Effective Rate, NYFRB Eurodollar Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” Federal Funds Rate and of commitment interest payable on Auction Advances and of facility fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment facility fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment facility fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day, and such reduction of time shall in such case be taken into account in the computation of interest or fees, as the case may be. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth contained herein, upon the occurrence and during the continuance of an Event of Default each Advance shall (automatically, in subsection the case of an Event of Default arising as a result of a failure of the Borrower to pay any principal on any Advance when due (awhether by acceleration or otherwise) above or Section 2.04(dand if but only if the Borrower is so notified by the Administrative Agent at the request of the Majority Lenders in the case of any other Event of Default) bear interest (computed on the same basis as in effect thereon at the time of such default), the Borrower may paypayable on demand, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount at a rate per annum equal to: (i) with respect to any drawing under a Bond Letter Base Rate Advance, the sum of Credit directly two percent (2%) per annum plus the Base Rate from time to time in effect plus the LC Issuing Bank that issued Applicable Margin for such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) Base Rate; and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to any Eurodollar Rate Advance, Adjusted CD Rate Advance and Auction Advance, the sum of two percent (2%) per annum plus the rate of interest in effect thereon at the time of such prepaymentdefault until the end of the Interest Period or term applicable thereto and, thereafter, at a rate per annum equal to the sum of two percent (2%) per annum plus the Base Rate from time to time in effect plus the Applicable Margin for such Base Rate.

Payments and Computations. (aA) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. (New York City Time) 12:00 noon Chicago time on the day when due in Dollars to the Administrative Agent at its address referred to in Subsection 11.17 hereof in immediately available funds. (B) All amounts received by Agent from or for the account of Borrower for distribution to Agent’s Account in same day funds without condition , Lenders or deduction for any counterclaim, defense, recoupment the Issuing Bank hereunder or setoff. The Administrative Agent will promptly thereafter cause to otherwise shall be distributed like funds relating and applied as soon as practicable in the following order: first, to the payment of principal any Fees, Expenses or interest other Liabilities due and payable to Agent under any of the Financing Agreements, including amounts advanced by Agent on behalf of Lenders pursuant to Subsection 2.5(B); second, to the payment of any Fees, Expenses or commitment fees ratably (other Liabilities due and payable to the Issuing Bank under any of the Financing Agreements; third, to the ratable payment of any Fees, Expenses or other Liabilities due and payable to Lenders under any of the Financing Agreements other than amounts payable pursuant those Liabilities specifically referred to Section 2.02(cbelow in this Subsection 2.7(B); fourth, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for ratable payment of interest due on the account Loans; fifth, to the ratable payment of their respective Applicable Lending Officesprincipal due on the Loans, and like funds relating and, sixth, to the ratable payment of any Related Hedging Obligations, pro rata, and, seventh, to the payment of any other amount payable to any Lender to such Lender for the Secured Obligations. Application on account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Liabilities constituting Loans shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, (i) first to all Base Rate Advances and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB (ii) only when no Base Rate or the rate referred Advances are outstanding to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may beLIBOR Rate Advances; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to expiration of the date on which any payment is due Interest Period applicable thereto in lieu of applying amounts to a Lender hereunder that the Borrower will not make such payment in fullLIBOR Rate Advances, the Administrative Agent may assume that in its discretion retain such balances as cash collateral for the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed Liabilities until applied to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, LIBOR Rate Advances at the Federal Funds Effective Rate. expiration of the Interest Period applicable thereto. Any payment received hereunder as a distribution in any proceeding referred to in Subsection 9.1(H) or (fI) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d)shall, the Borrower may pay, or cause to be unless paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly amounts specifically owing to Agent or the Issuing Bank, be distributed and applied to the LC Issuing Bank that issued payment of the amounts due hereunder and under the Notes ratably in accordance with such Bond Letter amounts (or, if a court of Credit. Upon receipt of any competent jurisdiction shall otherwise specify, as specified by such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(ecourt), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due free and clear of any taxes, offset or other charge in Dollars United States dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 9.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment facility fees (i) ratably (other than amounts payable pursuant to Section 2.02(c)2.10, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.13 or 8.04(c)9.04) to the Lenders Banks for the account of their respective Applicable Lending Offices, in the case of Committed Rate Advances, and to the applicable Designated Bidder (for the account of its Applicable Lending Office), in the case of Competitive Bid Advances, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.08(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. 42 (b) The Borrower hereby authorizes each LenderBank, if and to the extent payment owed to such Lender Bank is not made when due hereunder, after any applicable grace periodhereunder or under the Note held by such Bank, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender Bank any amount so due. (c) All computations of interest based (other than interest on the rate referred to in clause (iBase Rate Advances) and of the definition of the “Base Rate” contained in Section 1.01 fees shall be made by on the Administrative Agent basis of a year of 360 days, and all computations of interest on Base Rate Advances shall be made on the basis of a year of 365 or 366 days, days (as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances or LIBOR Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Banks hereunder in respect of Committed Rate Advances that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything any provision in this Agreement or any other Loan Document to the contrary set forth in subsection (a) above or Section 2.04(d)contrary, all payments received by the Borrower may pay, or cause to be paid pursuant to Agent under the applicable Related other Loan Documents, the Reimbursement Amount with respect to application of which are not provided for in such Loan Documents, may be held as Collateral for, and/or then or at any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations time thereafter be applied in which have not been funded whole or in part by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations ratable benefit of the Banks (except in the case of Competitive Bid Advances), against all or part of the Advances or other obligations of the Borrower hereunder or under the other Loan Documents, in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to order and manner as the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentelect.

Payments and Computations. (a) The Borrower shall make each payment All payments to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Borrower shall make each payment hereunder not later than 1:00 p.m. on the day when due in Dollars to the Agent at the Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.09, 2.062.10, 2.11(c)2.12, 2.13(c), 2.15, 2.18, 2.21 2.17 or 8.04(c8.04(e)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause Base Rate (iwhen the Base Rate is based on the Reference Rate) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest and fees hereunder (including computations of interest based on the Eurodollar Rate, Rate and the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) p.m. on the day when due in Dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c)2.08, 2.062.17, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.19(c) or 8.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace periodhereunder held by such Lender, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “"Alternate Base Rate” contained in Section 1.01 " and of the Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the LC Fee and the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder and under any Note not later than 1:00 P.M. 12:00 p.m. (New York City Timetime) on the day when due in Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, to the applicable Fronting Bank, at the Agent’s Account its address referred to in Section 8.02 in same day funds funds, without condition set-off, counterclaim or deduction defense and any such payment to the Administrative Agent or any Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for any counterclaimall purposes, defense, recoupment and upon such payment the Lenders shall look solely to the Administrative Agent or setoffsuch Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to 752938400 the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.05, 2.09, 2.11(c), 2.13(c)2.13, 2.15, 2.182.16, 2.21 or 8.04(c8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.08(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each LenderLender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by such Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder, after hereunder or under any applicable grace periodNote held by such Lender, to charge from time to time against any or all of the such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the rate referred to in clause Alternate Base Rate (ibased upon The Wall Street Journal’s published “prime rate”) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Eurodollar Rate, Alternate Base Rate (based upon the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in upon clause (iii) of the definition of the “Alternate Base Rate” and of commitment fees and LC Fees ), the EurodollarTerm SOFR Rate, Daily Simple SOFR (if applicable) or the Federal Funds Rate shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees interest are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans RateTerm Benchmark Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the each Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the any Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount 47 752938400 is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything The principal amount of any Advance (or any portion thereof) payable by any Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the contrary set forth fullest extent permitted by law) bear interest from the date when due until paid in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant full at a rate per annum equal at all times to the rate otherwise applicable Related Documentsto such Advance plus 2% per annum, the Reimbursement Amount with respect to payable upon demand. Any other amount payable by any drawing Borrower hereunder or under a Bond Letter of Credit directly any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the LC Issuing Bank fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that issued such Bond Letter of Credit. Upon receipt any payment by or on behalf of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment Borrower is made to the Administrative Agent, which will apply any Fronting Bank or any Lender, or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the prepayment extent of Borrowings such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a principal amount rate per annum equal to the principal amount of such Reimbursement Amount so financedFederal Funds Rate from time to time in effect. The Administrative Agent shall select obligations of the Borrowings to be prepaid pursuant to Lenders and the Fronting Banks under clause (ii) above of the preceding sentence shall survive the payment in a manner that will mitigate, to full of any amounts hereunder and the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymenttermination of this Agreement.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes (if any), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 12:00 Noon (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment facility fees ratably (other than amounts payable pursuant to Section 2.02(c)Sections 2.04, 2.062.12, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.15 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information CERC 364-Day Revolving Credit Agreement contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes or CAF Notes (if any) in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunderhereunder or under the Note or CAF Note, after any applicable grace periodas the case may be, held by such Lender (if any), to charge from time to time against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB CAF Rate or the rate referred to Federal Funds Rate or in clause (iii) respect of the definition of the “Base Rate” Fixed Rate Advances and of commitment facility fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or facility fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest errorprima facie evidence of the correctness thereof. (d) Whenever any payment hereunder or under the Notes or CAF Notes (if any) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances or CAF Eurodollar Rate Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder and under any Note not later than 1:00 P.M. 12:00 p.m. (New York City Timetime) on the day when due in Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, to the applicable Fronting Bank, at the Agent’s Account its address referred to in Section 8.02 in same day funds funds, without condition set-off, counterclaim or deduction defense and any such payment to the Administrative Agent or any Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for any counterclaimall purposes, defense, recoupment and upon such payment the Lenders shall look solely to the Administrative Agent or setoffsuch Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.02(c), 2.062.05, 2.09, 2.11(c), 2.13(c)2.13, 2.15, 2.182.16, 2.21 or 8.04(c8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.08(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each LenderLender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by such Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder, after hereunder or under any applicable grace periodNote held by such Lender, to charge from time to time against any or all of the such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month or on a date after the Termination Date, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or commitment fees commissions ratably (other than amounts payable pursuant to Section 2.02(c)2.11, 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.14 or 8.04(c)8.04(e) or as otherwise expressly provided herein) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.21 or an extension of the Termination Date pursuant to Section 2.22, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the Citibank’s base rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” One Month LIBOR and of commitment fees and LC Fees Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or commitment feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Agent for the account of the Lenders hereunder that the Borrower will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Lenders the amount then due due. In such Lender. If and to the extent that event, if the Borrower shall has not have so in fact made such payment in full payment, then each of the Lenders severally agrees to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Lender together Lender, with interest thereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date such Lender repays such amount of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under Rate and a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded rate determined by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed accordance with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentbanking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder without set-off or counterclaim not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars to the Administrative Agent at the Agent’s Account its address referred to in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoffSection 8.02 in immediately available funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or commitment fees Facility Fee and Utilization Fee ratably (other than amounts payable pursuant to Section 2.02(c)2.03, 2.062.08, 2.11(c)2.12 or 2.15 which shall be paid only to the Lenders, 2.13(c)or to the Administrative Agent for the account of the Lenders, entitled to such amounts by the terms Credit Agreement of said Section 2.03, 2.08, 2.12 or 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the Citibank's base rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all . All computations of interest based on the Eurodollar Rate, Rate or the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees Facility Fees and LC Utilization Fees shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees interest or LC Facility Fees or Utilization Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder shall be stated to would be due on a day other than a Business Day, such payment due date shall be made on extended to the next succeeding Business Day, and any such extension of time such due date shall in such case be included in the computation of payment of interest or commitment feesinterest, as the case may beFacility Fee and Utilization Fee; provided, however, that, if such extension would cause result in a payment of interest on or principal of Eurodollar Rate Revolving Loans to be being made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (including, without limitation, under Section 2.6, 2.8, 2.10 or 2.11) and under the Notes, whether the amount so paid is owing to be made by it hereunder any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. 12:00 noon (New York City Timetime) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in Dollars to the Administrative Agent at its address at 270 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ference: El Paso Natural Gas Company, or at such other location designated by notice to the Agent’s Account Company from the Administrative Agent and agreed to by the Company, in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment facility fees ratably (other than amounts payable pursuant to Section 2.02(c)2.12, 2.062.16, 2.11(c)2.17, 2.13(c), 2.15, 2.18, 2.21 2.18 or 8.04(c)2.20) according to the Lenders for respective amounts of such principal, interest or facility fees then due and owing to the account of their respective Applicable Lending OfficesLenders, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending OfficeLender, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.7(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) Prime Rate and of the definition of the “Base Rate” contained in Section 1.01 facility fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Base CD Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees Effective Federal Funds Rate shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.12 shall be made by each Lender with respect to its own Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.12, 2.16, 2.17, 2.18 or 2.20, by each Lender with respect to its own Advances) of an interest rate or an increased cost or increased capital or of illegality hereunder shall be conclusive and binding for all purposes, absent manifest error.purposes if made reasonably and in good faith. 40 35 (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may beinterest; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Company or any other applicable Borrower prior to the date on which any payment is due to a Lender the Lenders hereunder that the applicable Borrower will not make such payment in full, the Administrative Agent may assume that the applicable Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the applicable Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount rate equal to the principal amount of Effective Federal Funds Rate for such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepaymentday.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City Timetime) on the day when due in Dollars to the Administrative Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the Agent’s Account ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Commitment Fees or interest or commitment fees Letter of Credit Fees ratably (other than except amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 2.12 or 8.04(c)Section 2.13 and except that any Bank may receive less than its ratable share of interest to the extent Section 8.06 is applicable to it) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred Base Rate (except during such times as the Base Rate is determined pursuant to in clause (ic) of the definition thereof), of the “Base Rate” contained in Section 1.01 Commitment Fees and of Letter of Credit Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective RateRate or, NYFRB during such times as the Base Rate or the rate referred is determined pursuant to in clause (iiic) of the definition of thereof, the “Base Rate” and of commitment fees and LC Fees Rate shall be made by the Administrative Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent (or in the case of Section 2.08, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesinterest, Commitment Fees and Letter of Credit Fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (ed) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower _________________________ shall make each payment to be made by it hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.14), not later than 1:00 P.M. 10:00 A.M. (New York City TimeDallas, Texas time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent’s 's Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setofffunds. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal or interest or principal, interest, commitment fees ratably (or any other Obligation then payable hereunder and under the Notes to more than amounts payable pursuant one Lender, to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the such Lenders for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and like funds relating to (ii) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance accep- tance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesthem- selves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunderhereunder or, after any applicable grace periodin the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s 's accounts with such Lender any amount so due. (c) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 and fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days for Eurodollar Rate Advances and 365 or 366 days, as applicable, for Prime Rate Advances, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment interest or fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feesfee, as the case may be; provided, however, that, if such ________ _______ extension would cause payment of interest on or principal of Eurodollar Rate Revolving Loans Advances to be made in the next following calendar month or on a date after the Termination Datemonth, such payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.