Common use of Overnight Advances Clause in Contracts

Overnight Advances. In addition to Borrower’s right to request a 5-Year Advance under Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall be made in writing by telecopier or electronic transmission, must be directed to the Overnight Lender, and must specify the amount of such Advance. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5-Year Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 5-Year Advance under Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify the Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall be made in writing by telecopier facsimile or electronic transmissionmail, must be directed to the Overnight Lender, and must specify the amount of such Advance. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5-Year Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage Individual 5-Year Pro Rata Share of such Overnight Advance, which shall be funded in accordance with this Section 3.9Section. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight AdvanceBorrower.

Overnight Advances. In addition to Borrower’s 's right to request a 5364-Year Advance under Article 2 hereof or a Day Bid Advance Advances under Section 3.2 4.1 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereofSection, at any time before 2:00 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5364-Year Day Facility on the same Banking Day (“Overnight Advance”"OVERNIGHT ADVANCE") in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may shall notify Borrower of the interest rate (“Overnight Rate”"OVERNIGHT RATE") that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time)Day. Borrower’s 's request for an Overnight Advance (“Overnight Advance Request”"OVERNIGHT ADVANCE REQUEST") shall may be made orally or in writing by telecopier or electronic transmissionfacsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify (a) the amount of such Advance, (b) and the date when such Overnight Advance will be due and payable ("OVERNIGHT MATURITY DATE"), which may not be later than the fifth Banking Day thereafter. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 3:30 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “applicable to such Overnight Maturity Date”)Advance. Such payment may, at Borrower’s 's discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 364-Day Facility or under the 5-Year Facility, as applicable. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5-Year Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.Overnight

Overnight Advances. In addition to Borrower’s right to request a 5-Year Advance under Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify the Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall be made in writing by telecopier facsimile or electronic transmissionmail, must be directed to the Overnight Lender, and must specify the amount of such Advance. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: of (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5-Year Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage Individual 5-Year Pro Rata Share of such Overnight Advance, which shall be funded in accordance with this Section 3.9Section. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight AdvanceBorrower.

Overnight Advances. In addition to Borrower’s right to request a 5-Year Advance under Article 2 hereof or a Bid Advance under Section 3.2 3.1 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereofSection, at any time before 2:00 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may shall notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time)Day. Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall may be made orally or in writing by telecopier or electronic transmissionfacsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify (a) the amount of such Advance, and (b) the date when such Overnight Advance will be due and payable (“Overnight Maturity Date”), which may not be later than the fifth (5th) Banking Day thereafter. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 3:30 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount amount, Overnight Rate, and Overnight Rate Maturity Date of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “applicable to such Overnight Maturity Date”)Advance. Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5-Year Advances generally generally, and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 5364-Year Day Advance under Article 2 hereof or a 364-Day Bid Advance under Section 3.2 4.1 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereofSection, at any time before 2:00 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5364-Year Day Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may shall notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time)Day. Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall may be made orally or in writing by telecopier or electronic transmissionfacsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify (a) the amount of such Advance, and (b) the date when such Overnight Advance will be due and payable (“Overnight Maturity Date”), which may not be later than the fifth Banking Day thereafter. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 3:30 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount amount, Overnight Rate, and Overnight Rate Maturity Date of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “applicable to such Overnight Maturity Date”)Advance. Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 364-Day Facility or under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5364-Year Day Advances generally generally, and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 364-Day Advance or by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 5364-Year Advance under Article 2 hereof or a Bid Day Pro Rata Advance under Section 3.2 2.1 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereofSection, at any time before 2:00 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an make, and the Overnight Lender agrees to make, a 364-Day Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may shall notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time)Day. Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall may be made orally or in writing by telecopier or electronic transmissionfacsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify specify: (a) the amount of such Overnight Advance; and (b) the date when such Overnight Advance will be due and payable (“Overnight Maturity Date”), which may not be later than the tenth Banking Day thereafter. If Borrower submits an Overnight Advance RequestRequest prior to 2:30 P.M. (Central time) on a Banking Day, the Overnight Lender shall promptly, but not later than 3:00 3:30 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest (for a minimum of one day) at the applicable Overnight Rate and shall be payable as follows: (x) principal shall be payable in full, including interest, full on the earliest of: (a) the fifth day of the next succeeding month following the date of the Overnight Maturity Date applicable to such Overnight Advance, and (by) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity Date”)interest shall be payable as provided in Section 6.2 hereof. Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5a 364-Year FacilityDay Pro Rata Advance. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section Sections 2.1 and 2.2 hereof and applicable to 5364-Year Day Advances generally generally, and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s 's right to request a 5364-Year Advance under Article 2 hereof or a Day Bid Advance Advances under Section 3.2 4.1 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereofSection, at any time before 2:00 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5364-Year Day Facility on the same Banking Day (“Overnight Advance”"OVERNIGHT ADVANCE") in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may shall notify Borrower of the interest rate (“Overnight Rate”"OVERNIGHT RATE") that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time)Day. Borrower’s 's request for an Overnight Advance (“Overnight Advance Request”"OVERNIGHT ADVANCE REQUEST") shall may be made orally or in writing by telecopier or electronic transmissionfacsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify (a) the amount of such Advance, and (b) the date when such Overnight Advance will be due and payable ("OVERNIGHT MATURITY DATE"), which may not be later than the fifth Banking Day thereafter. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 3:30 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate Maturity Date of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “applicable to such Overnight Maturity Date”)Advance. Such payment may, at Borrower’s 's discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5364-Day Facility or under the 3-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s 's entitlement to receive, and the Overnight Lender’s 's obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5364-Year Day Advances generally generally, and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 5-Year Advance under Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall be made in writing by telecopier facsimile or electronic transmissionmail, must be directed to the Overnight Lender, and must specify the amount of such Advance. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight 1697821.11-New York Server 7A - MSW Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5-Year Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9Section. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 5-Year Advance under Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall be made in writing by telecopier facsimile or electronic transmissionmail, must be directed to the Overnight Lender, and must specify the amount of such Advance. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5-Year Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9Section. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 5364-Year Day Advance under Article 2 hereof or a Bid Advance under Section 3.2 3.1 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereofSection, at any time before 2:00 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5364-Year Day Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may shall notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time)Day. Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall may be made orally or in writing by telecopier or electronic transmissionfacsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify (a) the amount of such Advance, and (b) the date when such Overnight Advance will be due and payable (“Overnight Maturity Date”), which may not be later than the fifth (5th) Banking Day thereafter. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 3:30 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount amount, Overnight Rate and Overnight Rate Maturity Date of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “applicable to such Overnight Maturity Date”)Advance. Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5364-Year Day Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5364-Year Day Advances generally generally, and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5364-Year Day Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 53-Year Advance under Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 53-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall be made in writing by telecopier facsimile or electronic transmissionmail, must be directed to the Overnight Lender, and must specify the amount of such Advance. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 53-Year Maturity Date (the “Overnight Maturity Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 53-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 53-Year Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 53-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 53-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such Overnight Advance, which shall be funded in accordance with this Section 3.9Section. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 53-Year Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight Advance.

Overnight Advances. In addition to Borrower’s right to request a 5364-Year Day Advance under Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and conditions of this Section 3.9 and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this Section 3.9Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that Banking Day (provided that if the Overnight Lender does not so notify the Borrower, the Overnight Rate shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an Overnight Advance (“Overnight Advance Request”) shall be made in writing by telecopier facsimile or electronic transmissionmail, must be directed to the Overnight Lender, and must specify the amount of such Advance. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the earliest of: of (a) the fifth day of the next succeeding month following the date of the Advance, (b) one Banking Day following demand for repayment by the Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 5364-Year Day Advances generally and, in addition, (x) the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties (after giving effect to such Overnight Advances and risk participations therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage Individual Pro Rata Share of such Overnight Advance, which shall be funded in accordance with this Section 3.9Section. Such obligation to risk participate shall be absolute and unconditional irrespective of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may have. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 5364-Year Day Advance requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender, promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender. The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Overnight AdvanceBorrower.