Common use of Making of Payments Clause in Contracts

Making of Payments. (a) All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.

Making of Payments. (aA) All payments and prepayments of principal ofprincipal, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder the Notes shall be made by the Applicant Borrowers to Agent in immediately available funds for the account of the holders of the Notes pro rata according to the Bank respective unpaid amounts of principal or interest, as the case may be, owed to such holders. Payment of the Loan Fee and all payments of non-use fees shall be made by Borrowers to Agent for the account of Lenders pro-rata according to their respective Percentages. All such payments shall be made to Agent at its principal office in Chicago Chicago, not later than 12:30 P.M., p.m. Chicago time, on the date due, and funds received after that time hour shall be deemed to have been received by the Bank Agent on the next succeeding Business Day. If any Agent shall, on the Business Day a payment is deemed to be received in collected funds by it, remit to each Lender or other holder of a Note its share of such payment. (B) Unless Borrowers or a Lender, as the case may be, notify Agent prior to the date on which it is scheduled to make payment to Agent of (i) in the case of a Lender, the proceeds of a Loan under the Revolving Credit Facility or (ii) in the case of Borrowers, a payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable Agent for the period account of Lenders, that it does not intend to make such extension. (b) The Applicant irrevocably agrees payment, Agent may assume that the Bank or any affiliate thereof may (such payment has been made. Agent may, but neither the Bank nor any such affiliate shall not be obligated to) debit any deposit account of , make the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment oravailable to the intended recipient in reliance upon such assumption. If Borrowers have not in fact made such payment to Agent, if there is no Lenders shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such rateamount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the federal funds rate for such day. If any Lender has not in fact made such payment to Agent (such a Lender herein called a “Non-Funding Lender”), such Non-Funding Lender or Borrowers shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Non-Funding Lender, an amount equal to $200 plus the federal funds effective rate for such day or (ii) in the case of payment by Borrowers, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter interest rate applicable to the purchase of foreign currency. relevant Loan (d) All payments by the Applicant hereunder shall be made free it being understood and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment agreed that prior to be made by the Bank hereunder is required in respect of any Taxes making a request pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; this clause (ii) promptly forward Agent will use its best efforts to the Bank an official receipt or request that Lenders (other documentation satisfactory than a Non-Funding Lender) reallocate such amount among Lenders (other than a Non-Funding Lender) subject to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureSection 2.1.

Making of Payments. (a) All 7.1.1 Borrowers shall make all cash payments of principal of, or interest onon the Loans, letter and of credit reimbursement obligationsall fees to paid in cash, all payments of fees and all other payments hereunder shall be made by to the Applicant Administrative Agent in immediately available funds to the Bank at its principal office in Chicago account designated by the Administrative Agent for such purpose, not later than 12:30 P.M., Chicago 12:00 P.M. (New York time, ) on the date due, and funds received after that time shall be deemed to have been received by the Bank Administrative Agent on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a following Business Day, then such with the exception that funds due date shall in pesos for the Peso Loans will be extended deposited to an account with the Administrative Agent by 10:00 a.m., New York Time one Business Day prior to the next Business Daydate due. Borrowers shall make all payments to the Agents and the Lenders without set-off, counterclaim, recoupment, deduction, or other defense. Subject to Section 2.5, Administrative Agent shall promptly remit to each Lender and additional interest shall accrue and be payable the Collateral Agent its share of all such payments received in collected funds by Administrative Agent for the period account of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes Lender and the Applicant will promptly pay such additional amount (including Collateral Agent; provided, that any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after Administrative Agent on account of cash payments of principal or interest on the Loans, and/or of fees paid in cash shall be allocated by the Administrative Agent among the Lenders in accordance with the written instructions received by the Administrative Agent from the Lenders to such effect; provided, further, that the failure by the Lenders to give such instructions to the Administrative Agent shall not affect the obligation of the Loan Parties to make any such payment on the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, Borrowers shall make all payments under Section 8.1 directly to the Lender entitled thereto. The Borrowers agree to notify the Administrative Agent and the Lenders of any cash payments of principal or interest on the Loans, and/or of any fees to paid in cash, not later than 10:00 A.M. (New York City time) three Business Days prior to the date of any such payment, which notice will be effective upon receipt by the Administrative Agent, will be irrevocable, and must specify (i) the date of such payment, (ii) the amount of such payment, and (iii) if such payment is in respect of interest and/or fees; provided, that the failure to give such notice shall not affect the obligation of the Loan Parties to make any such payment on the terms and conditions set forth in this Agreement. 7.1.2 Except to the extent otherwise provided herein (i) each payment or prepayment of principal of the Loans shall be made for the account of the Lenders of each Type pro rata in accordance with the Dollar Amount of the respective unpaid principal amounts of the Tranche A-1 Loans, Tranche A-2 Loans, Tranche B-1 Loans, Tranche B-2 Loans, Tranche C Loans, Tranche D Loans and Tranche E Loans, and within each Type shall be made for the account of the Lenders of such Type pro rata in accordance with the Dollar Amount of the respective unpaid principal amounts of the Loans of such Type held by the respective Lenders and (ii) each payment of interest by the Borrowers shall be made for the account of the Lenders of each Type pro rata in accordance with the Dollar Amount of the respective unpaid principal amounts of the Tranche A-1 Loans, Tranche A-2 Loans, Tranche B-1 Loans, Tranche B-2 Loans, Tranche C Loans, Tranche D Loans and Tranche E Loans, and within each Type shall be made for account of the Lenders of such Taxes (including any Taxes Type pro rata in accordance with the Dollar Amount of interest on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when Loans of that same Type then due and payable to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result Lenders of such failureType.

Making of Payments. (a) All payments of principal of, or interest onon Loans denominated in U.S. Dollars, letter and of credit reimbursement obligationsall fees, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds Company to the Bank Administrative Agent in U.S. Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, at its principal office in Chicago the Principal Office designated by the Administrative Agent not later than 12:30 12:00 P.M., Chicago New York City time, on the date due, ; and funds received after that time hour shall be deemed to have been received by the Bank Administrative Agent on the next following Business Day. If any payment The Administrative Agent shall promptly remit to each Lender its share of principalall such payments received in collected funds by the Administrative Agent for the account of such Lender. All payments under Section 8.1 shall be made by the Company directly to the Lender entitled thereto without setoff, interest or fees falls due on a Saturday, Sunday counterclaim or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extensiondefense. (b) The Applicant irrevocably agrees that Unless the Bank or Administrative Agent shall have received, prior to any affiliate thereof may (but neither date on which any payment is due to the Bank nor any such affiliate shall be obligated to) debit any deposit Administrative Agent for the account of the Applicant in an amount sufficient Lenders or the Issuing Banks pursuant to pay the terms hereof or any fee, reimbursement obligation or other amount Loan Document (including any date that is due fixed for prepayment by notice from the Company to the Administrative Agent pursuant to Section 6.2.1), notice from the Company that the Company will not make such payment or prepayment, the Administrative Agent may assume that the Company has made such payment on such date in accordance herewith and payable hereunder. The Bank may, in reliance upon such assumption, distribute to the Lenders or the applicable affiliate shall promptly notify Issuing Banks, as the Applicant of any case may be, the amount due. In such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided thatevent, if the Company has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank so requests (in its discretion)with interest thereon, for each day from and including the Applicant shall reimburse date such amount is distributed to it to but excluding the Bank in United States dollars for any date of payment under a Letter of Credit made in a foreign currency to the Administrative Agent, at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent greater of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any NYFRB Rate and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments a rate determined by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed Administrative Agent in accordance with banking industry rules on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureinterbank compensation.

Making of Payments. (a) All payments of principal of, Each payment by the Borrowers hereunder or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder under the Notes shall be made by in funds settled through the Applicant in New York Clearing House Interbank Payments System or other funds immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago Agent by 11:00 p.m. New York City time, on the date duesuch payment is due and shall be made in lawful money of the United States of America by wire transfer in federal or other immediately available funds. Payments of interest and principal in respect of each such Note shall be made to Agent in respect of such Note (subject to Sections 2.7 and 2.8) to Agent's account pursuant to the wiring instructions provided by Agent to the Borrowers (such wiring instructions for Bayerische Hypo- und Vereinsbank AG shall be: ABA No. 026008808, Account No. 594-012-033-4055-02, Reference: RL/Shelbourne Xxxxxxxxes I, II and III, Attention: Stephen Altman). Any funds received by Agent after that such time shall shall, xxx xxx xxxxxxes hereof, be deemed to have been received by the Bank paid on the next succeeding Business Day. If Except as otherwise provided herein, whenever any payment of principal, interest hereunder or fees falls under the Notes shall be stated to be due on a Saturday, Sunday or other day which is not a Business Day, then such due date payment shall be extended made on the first Business Day immediately prior thereto. Concurrently with making any payment to a Lender hereunder, the next Business DayBorrowers shall provide Agent with a notice of such payment. Promptly upon its receipt of payments by Borrowers hereunder, Agent will cause like funds to be distributed (a) if such payment by Borrowers is in respect of principal, interest or any other obligation then payable hereunder and under the Notes to more than one Lender, to such Lender for the account of their applicable lending offices ratably, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which if such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there by Borrowers is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant obligation then payable hereunder to any one Lender, to such Lender for the account of its applicable lawlending office, rule or regulationin each case to be applied in accordance with this Agreement. Notwithstanding the foregoing, then the Applicant will (i) pay Agent and Lenders hereby authorize Borrowers to make all payments hereunder directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward Agent and Agent shall distribute such payments to the Bank an official receipt or other documentation satisfactory Lenders on behalf of Agent in accordance with the terms of this Agreement. Borrowers shall be under no obligation to see to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment application of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failurepayments.

Making of Payments. (a) All payments and prepayments to be made with respect to principal of principal ofthe Note, interest or interest onotherwise on the Loan and other charges hereunder shall become due at 3:00 o’clock p.m., letter of credit reimbursement obligationsChicago, all payments of fees and all other payments hereunder Illinois time. Payments shall be made by the Applicant in immediately available funds to the Bank Lender at its principal Lender’s account at Confidential Information of Lender (or at any other payment office in Chicago not later than 12:30 P.M., Chicago timethe United States previously designated by Lender to Borrower in writing), on the date day when due, in lawful money of the United States of America, by wire transfer in funds immediately available at such payment office or electronic funds transfer received by Lender on the day when due and funds received after that time shall be deemed to have been credited on the day received as long as payment is made by the Bank on 2 pm (Central time) or otherwise credited the next Business Day. If Lender or any other holder of the Note is hereby authorized to endorse on the Note an appropriate notation evidencing each scheduled payment and each prepayment of principal of the Note and each payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunderinterest. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments hereunder and under the Note shall, except as required by the Applicant hereunder shall applicable law, be made without setoff, offset, deduction or counterclaim, free and clear of and without deduction for any present or future incomeall taxes (other than those based on the income of Lender), excise or stamp taxes and any other taxeslevies, feesimports, duties, withholdings fees and charges, and without any withholding, restriction or other charges of any nature whatsoever conditions imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts governmental authority (such non-excluded items it being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreoverunderstood that, if any Taxes are directly asserted against the Bank payment hereunder or on thereunder is required by applicable law to be subject to any setoff, offset, deduction or counterclaim, tax, levy, import, duty, fee, charge or withholding (each of such items is referred to herein as a “Deduction”), Borrower shall, at such time as any payment received hereunder or thereunder is so reduced by the Bank hereundera Deduction, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal to Lender the amount necessary to place Lender in the Bank same position Lender would have received been had no such Taxes payment not been asserted. If the Applicant fails subject to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureDeduction).

Making of Payments. (aA) All payments and prepayments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder the Notes shall be made by Borrowers to the Applicant Agent in immediately available funds for the account of the holders of the Notes pro rata according to the Bank respective unpaid amounts of principal or interest, as the case may be, owed to such holders. All payments of non-use fees shall be made by Borrowers to the Agent for the account of the Lenders pro rata according to their respective Percentages. All such payments shall be made to the Agent at its principal office in Chicago Chicago, not later than 12:30 P.M., p.m. Chicago time, on the date due, and funds received after that time hour shall be deemed to have been received by the Bank Agent on the next following Business Day. If any The Agent shall, on the Business Day a payment is deemed to be received in collected funds by it, remit to each Lender or other holder of a Note its share of such payment. (B) Unless Borrowers or a Lender, as the case may be, notify the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan under the Revolving Credit Facility or a Term Loan, or (ii) in the case of Borrowers, a payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable Agent for the period account of the Lenders, that it does not intend to make such extension. (b) payment, the Agent may assume that such payment has been made. The Applicant irrevocably agrees that the Bank or any affiliate thereof may (Agent may, but neither the Bank nor any such affiliate shall not be obligated to) debit any deposit account of , make the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no available to the intended recipient in reliance upon such rateassumption. If Borrowers have not in fact made such payment to the Agent, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank Lenders shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in United States dollars respect of each day during the period commencing on the date such amounts as amount was so made available by the Bank may be required Agent until the date the Agent recovers such amount at a rate per annum equal to expend the federal funds rate for such day. If any Lender has not in fact made such payment to comply the Agent (such a Lender herein called a "NON-FUNDING LENDER"), such Non-Funding Lender or Borrowers shall, on demand by the Agent, repay to the Agent the amount so made available together with any and all governmental exchange regulations now interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Non-Funding Lender, an amount equal to $200 plus the federal funds effective rate for such day or hereafter (ii) in the case of payment by Borrowers, the interest rate applicable to the purchase of foreign currency. relevant Revolving Loan or Term Loan (d) All payments by the Applicant hereunder shall be made free it being understood and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment agreed that prior to be made by the Bank hereunder is required in respect of any Taxes making a request pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; this clause (ii) promptly forward the Agent will use its best efforts to request the Bank an official receipt Lenders (other than a Non-Funding Lender) to reallocate such amount among the Lenders (other than a Non- Funding Lender) subject to Sections 2.1(A) or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount B), as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureapplicable.

Making of Payments. (a) All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees fee falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s 's actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s 's net income or receipts (such non-excluded items being called “"Taxes”"). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.

Making of Payments. (a) All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago Los Angeles, California not later than 12:30 P.M.1:00 P.M. Los Angeles, Chicago California time (or, in the case of amounts payable to BTMU pursuant to Section 6(d), to BTMU at its principal office in New York, New York not later than 1:00 P.M. New York City time), in each case, on the date due, and funds received after that time shall be deemed to have been received by the Bank (or BTMU, as the case may be) on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest or fees (as the case may be) shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall not be obligated to) debit any deposit account (including, without limitation, the Account) of the Applicant maintained with the Bank or any of its Affiliates (including, without limitation, BTMU) in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliateBank). (c) . I The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; , provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s or BTMU’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by to the Bank or BTMU hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank or BTMU, as the case may be, an official receipt or other documentation satisfactory to the Bank or BTMU, as the case may be, evidencing such payment to such authority; and (iii) pay to the Bank or BTMU, as the case may be, such additional amount as is necessary to ensure that the net amount actually received by the Bank or by BTMU, as the case may be, will equal the full amount the Bank or BTMU would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or BTMU on any payment received by the Bank or BTMU hereunder, the Bank or BTMU, as the case may be, may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank or BTMU, as the case may be, after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank or BTMU, as the case may be, would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank or BTMU, as the case may be, the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank and BTMU for any incremental Tax, interest, penalty or expense that may become payable by the Bank or BTMU, as the case may be, as a result of such failure.

Making of Payments. (a) All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s 's actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s 's net income or receipts (such non-excluded items being called “"Taxes”"). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.

Making of Payments. (a) All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit money market account no. 8600755196 maintained by Viskase Corporation with Bank, all proceeds of the foregoing, and all replacements and substitutions of the foregoing purchased with the proceeds of the foregoing of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s 's actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s 's net income or receipts (such non-excluded items being called “"Taxes”"). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule rule, or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or of fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.

Making of Payments. (aA) All payments and prepayments of principal ofprincipal, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder the Notes shall be made by the Applicant Borrowers to Agent in immediately available funds for the account of the holders of the Notes pro rata according to the Bank respective unpaid amounts of principal or interest, as the case may be, owed to such holders. All payments of non-use fees shall be made by Borrowers to Agent for the account of Lenders pro rata according to their respective Percentages. All such payments shall be made to Agent at its principal office in Chicago Chicago, not later than 12:30 P.M., p.m. Chicago time, on the date due, and funds received after that time hour shall be deemed to have been received by the Bank Agent on the next following Business Day. If any Agent shall, on the Business Day a payment is deemed to be received in collected funds by it, remit to each Lender or other holder of a Note its share of such payment. (B) Unless Borrowers or a Lender, as the case may be, notify Agent prior to the date on which it is scheduled to make payment to Agent of (i) in the case of a Lender, the proceeds of a Loan under the Revolving Credit Facility or a Term Loan, or (ii) in the case of Borrowers, a payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable Agent for the period account of Lenders, that it does not intend to make such extension. (b) The Applicant irrevocably agrees payment, Agent may assume that the Bank or any affiliate thereof may (such payment has been made. Agent may, but neither the Bank nor any such affiliate shall not be obligated to) debit any deposit account of , make the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment oravailable to the intended recipient in reliance upon such assumption. If Borrowers have not in fact made such payment to Agent, if there is no Lenders shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such rateamount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the federal funds rate for such day. If any Lender has not in fact made such payment to Agent (such a Lender herein called a “Non-Funding Lender”), such Non-Funding Lender or Borrowers shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Non-Funding Lender, an amount equal to $200 plus the federal funds effective rate for such day or (ii) in the case of payment by Borrowers, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter interest rate applicable to the purchase of foreign currency. relevant Revolving Loan or Term Loan (d) All payments by the Applicant hereunder shall be made free it being understood and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment agreed that prior to be made by the Bank hereunder is required in respect of any Taxes making a request pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; this clause (ii) promptly forward Agent will use its best efforts to the Bank an official receipt request Lenders (other than a Non-Funding Lender) to reallocate such amount among Lenders (other than a Non-Funding Lender) subject to Sections 2.1(A) or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount B), as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureapplicable.

Making of Payments. (a) All payments of principal of, or interest on, letter Unreimbursed Letter of credit reimbursement obligationsCredit Obligations, all payments of fees and all other payments hereunder shall be made by the LC Applicant in immediately available funds to the Bank LC Issuer at its principal office in Chicago not later than 12:30 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank LC Issuer on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The LC Applicant shall reimburse the Bank LC Issuer for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank LC Issuer so requests (in its discretion), the LC Applicant shall reimburse the Bank LC Issuer in United States dollars Dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank LC Issuer could sell such foreign currency in exchange for United States dollars Dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent Dollar Equivalent of the BankLC Issuer’s actual cost of settlement. The LC Applicant agrees to pay the Bank LC Issuer on demand in United States dollars Dollars such amounts as the Bank LC Issuer may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.

Making of Payments. (a) All payments of principal of, Each payment by Borrower hereunder or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder under the Notes shall be made by in funds settled through the Applicant in New York Clearing House Interbank Payments System or other funds immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago payee thereof by 11:00 a.m. New York City time, on the date due, such payment is due and shall be made in lawful money of the United States of America by wire transfer in federal or other immediately available funds. Payments of interest and principal in respect of each Note shall be made to Agent in respect of such Note (subject to SECTIONS 2.7 and 2.8) to Agent0s account pursuant to the wiring instructions provided by Agent to Borrower. Any funds received by Agent after that such time shall shall, for all purposes hereof, be deemed to have been received by the Bank paid on the next succeeding Business Day. If Except as otherwise provided herein, whenever any payment of principal, interest hereunder or fees falls under the Notes shall be stated to be due on a Saturday, Sunday or other day which is not a Business Day, then such due date payment shall be extended made on the first Business Day immediately prior thereto. Promptly upon its receipt of payments by Borrower hereunder, Agent will cause like funds to be distributed (a) if such payment by the next Business DayBorrower is in respect of principal, interest or any other obligation then payable hereunder and under the Notes to more than one Lender, to such Lender for the account of their applicable lending offices ratably, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which if such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder Borrower is required in respect of any Taxes pursuant obligation then payable hereunder to any one Lender, to such Lender for the account of its applicable lawlending office, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required in each case to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary applied in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureaccordance with this Agreement.

Making of Payments. (aA) All payments and prepayments of principal ofprincipal, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder the Notes shall be made by the Applicant Borrowers to Agent in immediately available funds for the account of the holders of the Notes pro rata according to the Bank respective unpaid amounts of principal or interest, as the case may be, owed to such holders. All payments of non-use fees shall be made by Borrowers to Agent for the account of Lenders pro-rata according to their respective Percentages. All such payments shall be made to Agent at its principal office in Chicago Chicago, not later than 12:30 P.M., p.m. Chicago time, on the date due, and funds received after that time hour shall be deemed to have been received by the Bank Agent on the next succeeding Business Day. If any Agent shall, on the Business Day a payment is deemed to be received in collected funds by it, remit to each Lender or other holder of a Note its share of such payment. (B) Unless Borrowers or a Lender, as the case may be, notify Agent prior to the date on which it is scheduled to make payment to Agent of (i) in the case of a Lender, the proceeds of a Loan under the Revolving Credit Facility or (ii) in the case of Borrowers, a payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable Agent for the period account of Lenders, that it does not intend to make such extension. (b) The Applicant irrevocably agrees payment, Agent may assume that the Bank or any affiliate thereof may (such payment has been made. Agent may, but neither the Bank nor any such affiliate shall not be obligated to) debit any deposit account of , make the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment oravailable to the intended recipient in reliance upon such assumption. If Borrowers have not in fact made such payment to Agent, if there is no Lenders shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such rateamount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the federal funds rate for such day. If any Lender has not in fact made such payment to Agent (such a Lender herein called a “Non-Funding Lender”), such Non-Funding Lender or Borrowers shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Non-Funding Lender, an amount equal to $200 plus the federal funds effective rate for such day or (ii) in the case of payment by Borrowers, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter interest rate applicable to the purchase of foreign currency. relevant Loan (d) All payments by the Applicant hereunder shall be made free it being understood and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment agreed that prior to be made by the Bank hereunder is required in respect of any Taxes making a request pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; this clause (ii) promptly forward Agent will use its best efforts to the Bank an official receipt or request that Lenders (other documentation satisfactory than a Non-Funding Lender) reallocate such amount among Lenders (other than a Non-Funding Lender) subject to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureSections 2.1.

Making of Payments. (aA) All payments and prepayments of principal ofprincipal, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder the Notes shall be made by the Applicant Borrowers to Agent in immediately available funds for the account of the holders of the Notes pro rata according to the Bank respective unpaid amounts of principal or interest, as the case may be, owed to such holders. All payments of non-use fees shall be made by Borrowers to Agent for the account of Lenders pro-rata according to their respective Percentages. All such payments shall be made to Agent at its principal office in Chicago Chicago, not later than 12:30 P.M., p.m. Chicago time, on the date due, and funds received after that time hour shall be deemed to have been received by the Bank Agent on the next succeeding Business Day. If any Agent shall, on the Business Day a payment is deemed to be received in collected funds by it, remit to each Lender or other holder of a Note its share of such payment. (B) Unless Borrowers or a Lender, as the case may be, notify Agent prior to the date on which it is scheduled to make payment to Agent of (i) in the case of a Lender, the proceeds of a Loan under the Revolving Credit Facility, or (ii) in the case of Borrowers, a payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable Agent for the period account of Lenders, that it does not intend to make such extension. (b) The Applicant irrevocably agrees payment, Agent may assume that the Bank or any affiliate thereof may (such payment has been made. Agent may, but neither the Bank nor any such affiliate shall not be obligated to) debit any deposit account of , make the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment oravailable to the intended recipient in reliance upon such assumption. If Borrowers have not in fact made such payment to Agent, if there is no Lenders shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such rateamount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to the federal funds rate for such day. If any Lender has not in fact made such payment to Agent (such a Lender herein called a “Non-Funding Lender”), such Non-Funding Lender or Borrowers shall, on demand by Agent, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Non-Funding Lender, an amount equal to $200 plus the federal funds effective rate for such day or (ii) in the case of payment by Borrowers, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter interest rate applicable to the purchase of foreign currency. relevant Loan (d) All payments by the Applicant hereunder shall be made free it being understood and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment agreed that prior to be made by the Bank hereunder is required in respect of any Taxes making a request pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; this clause (ii) promptly forward Agent will use its best efforts to the Bank an official receipt or request that Lenders (other documentation satisfactory than a Non-Funding Lender) reallocate such amount among Lenders (other than a Non-Funding Lender) subject to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failureSections 2.1.

Making of Payments. (a) All Each Monthly Payment shall be paid in lawful money of the United States of America by wire transfer of immediately available funds or shall be made in such other manner as Lender may direct from time to time in the ordinary course of business. Any other monthly deposits or payments Borrower is required to make to Lender under the terms of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder the Loan Documents shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago time, same payment method and on the same date dueas the Monthly Payment. For purposes of making a Monthly Payment hereunder, and funds received after that time shall be deemed to have been received by but not for purposes of calculating interest accrual periods, if the Bank day on the next Business Day. If any payment of principal, interest or fees falls which such Monthly Payment is due on a Saturday, Sunday or other day which is not a Business Day, then amounts due on such due date shall be extended due on the immediately succeeding Business Day. Notwithstanding the foregoing sentence, with regard to the next Business Daypayment due on the Maturity Date or on any other payment in full of the Indebtedness, the payment shall be made by Borrower in funds immediately available to Lender by 3:00 p.m., New York City time on the date such payment is due to Lender by deposit to such account as Lender may designate by written notice to Borrower. Notwithstanding the foregoing, in the event the Monthly Payment is not made when due more than two (2) times during the term of the Loan, then effective on the Monthly Payment due immediately following the occurrence of the third late payment and on all subsequent dates, all Monthly Payments shall be paid in lawful money of the United States of America by automated clearing house transfer through such bank or financial institution as shall be approved in writing by Lender in Lender’s reasonable discretion, shall be made to an account designated by Lender, and additional interest shall accrue be initiated by Lender or shall be made in such other manner as Lender may direct from time to time. Borrower agrees to cooperate with Lender and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor execute and provide any such affiliate shall be obligated to) debit any deposit account of documentation required by Lender in connection with the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment establishment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currencymethod. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.

Making of Payments. (a) All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in Euros and in immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its sole discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s 's actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s 's net income or receipts (such non-excluded items being called “"Taxes”"). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation reasonably satisfactory to the Bank evidencing such payment to such authority; and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will shall promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.

Making of Payments. (a) All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago not later than 12:30 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees falls due on a Saturday, Sunday or other day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension. (b) The Applicant irrevocably agrees that the Bank or any affiliate thereof may (but neither the Bank nor any such affiliate shall be obligated to) debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate). (c) The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency. (d) All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future income, excise or stamp taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Bank hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; , and (iii) pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had no such Taxes been asserted. If the Applicant fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Applicant shall indemnify the Bank for any incremental Tax, interest, penalty or expense that may become payable by the Bank as a result of such failure.