Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such day.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03free and clear of any setoff or counterclaim, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so with such payment being paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. 11:00 A.M. (New York City timeLondon Time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrowerdue, in same day funds. Each such payment made by the Borrower for the account case of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes reimbursements of this Agreement and the Notes, except that if at any time any such payment is rescinded costs or must otherwise be returned by expenses of the Administrative Agent or any Lender upon incurred in a currency other than Euros, in the bankruptcycurrency in which such costs and expenses are incurred, insolvency and in the case of principal or reorganization interest on the Term Loan, any fees under the Fee Letter or any other amounts payable under this Agreement, in Euros, to the Administrative Agent in same-day funds by deposit of such funds to (i) the Borrower Administrative Agent’s Account with respect to payments in Euros or otherwise, (ii) to such payment shall be deemed not account as the Administrative Agent may designate with respect to have been so madepayments in any other currencies. The Administrative Agent will promptly thereafter (and in any event, if received from the Borrower by the time specified in the preceding sentence, on the day of receipt) cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, fees or any other Obligation then payable hereunder in a particular currency, to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the applicable Lenders for the account of their respective Applicable Lending OfficesFacility Offices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to (ii) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, Facility Office for payments in each case to be applied in accordance with the terms of this Agreementapplicable currency. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d10.7(e), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby hereby to the Lender assignee thereunderhereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Obligations to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender’s proportionate share of the principal amount of all the Term Loan then outstanding, in repayment or prepayment of the outstanding portion of the Term Loan or other Obligations owed to such Lender, and for application to such principal installments, as the Administrative Agent shall direct. (c) All computations of interest based on and fees payable by the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) Borrower shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case three hundred sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes fee hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower AGCO prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative AgentAgent and the Administrative Agent makes available to a Lender on such date a corresponding amount, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the greater of the Base Rate and a rate equal to determined by the Effective Federal Funds Rate for such dayAdministrative Agent in accordance with its then-applicable policies regarding interbank compensation.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent at its address referred to in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made Subject to the Administrative Agentimmediately succeeding sentence, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.072.03, 2.112.10 or 2.12 or, 2.12to the extent the Termination Date is not the same for all Lenders, 2.13, 2.15, 2.19 or 8.04(bpursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate, Rate or the Effective Federal Funds Rate and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 p.m. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the applicable Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or any Lender upon Fronting Bank (as the bankruptcy, insolvency or reorganization of case may be) shall constitute payment by the Borrower hereunder or otherwiseunder any Note, as the case may be, for all purposes, and upon such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.05, 2.122.09, 2.11(c), 2.13, 2.152.16, 2.19 2.21 or 8.04(b8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(d), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by the Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts (other than any payroll account maintained by the Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the Alternate Base Rate and of facility fees and utilization fees (or amounts in lieu thereofbased upon The Wall Street Journal’s published “prime rate”) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Eurodollar Alternate Base Rate (based upon the Federal Funds Rate or upon clause (iii) of the definition of Alternate Base Rate), the Term SOFR Rate, Daily Simple SOFR (if applicable) or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.09 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such commitment fees or interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.09, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Term Benchmark Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) The principal amount of any Advance (or any portion thereof) payable by the Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate otherwise applicable to such Advance plus 2% per annum, payable upon demand. Any other amount payable by the Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Fronting Bank or any Lender, or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Effective Federal Funds Rate for such dayfrom time to time in effect. The obligations of the Lenders and the Fronting Banks under clause (ii) of the preceding sentence shall survive the payment in full of any amounts hereunder and the termination of this Agreement.

Payments and Computations. (ai) The Borrower shall Borrowers shall, subject, in the case of payments in respect of Letters of Credit, to Section 2.5(a)(ii), make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) the Loan Documents and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 2:00 p.m. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent at its address designated in care or pursuant to Section 12.3 in immediately available funds. The obligations of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice the Borrowers to the Borrower from Lenders with respect to such payments shall be discharged by making such payments to the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to this Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 2.5 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations in its discretion, adding such payments to the principal amount of interest the Loans outstanding by charging such payments to the applicable Borrower’s Account pursuant to Section 2.07 shall 2.6. (ii) Amounts payable by the Borrowers in respect of any Letter of Credit should be made by each Lender with respect the Borrowers to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in until the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent Funds Administrator shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder Administrative Agent that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount received payments equal to the aggregate amount then due of all drawings thereunder, plus interest thereon from the date such Lender. If drawings were disbursed at the L/C Interest Rate. (i) The Borrowers shall have established and to the extent the shall maintain, at one or more financial institutions selected by such Borrower shall not have so made such payment in full and acceptable to the Administrative Agent, one or more lockboxes and Deposit Accounts and shall instruct all account debtors on the Accounts of such Borrower to remit all payments to such Borrower’s lockboxes or Deposit Accounts. Each Borrower, the Administrative Agent and the applicable financial institutions shall have entered into a Control Agreement providing, among other things, that all receipts in the lockboxes or Deposit Accounts, as applicable, shall be transferred by the end of each Lender day to one of the Credit Parties’ concentration accounts. All amounts received by any Borrower from any account debtor, shall repay upon receipt be deposited on the Business Day received into a concentration account. (ii) Each Borrower, the Administrative Agent and each of the financial institutions at which the Credit Parties’ Deposit Accounts that are concentration accounts are maintained selected by such Borrower and acceptable to the Administrative Agent forthwith on demand such amount distributed (each a “Concentration Account Bank”) shall enter into a Control Agreement, providing, among other things that (A) Borrowers will maintain a Deposit Account at each Concentration Account Bank, and (B) at the option of Borrowers either (i) upon notice to such Lender together with interest thereon, for each day Concentration Account Bank from the date Administrative Agent (which notice shall not be given by the Administrative Agent except upon the occurrence and during the continuance of an Event of Default or a Liquidity Event (and it being agreed that prior to the giving of such amount notice, Borrowers may direct the utilization of funds in such Deposit Account)), or (ii) at all times, all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Deposit Account that is a concentration account shall be transferred each Business Day by ACH or wire transfer to the DB Loan Account. (c) Upon the terms and subject to the conditions set forth in the applicable Control Agreement, all available amounts held in each Deposit Account that is a concentration account shall, to the extent required by the Control Agreement, be wired each Business Day into an account (the “DB Loan Account”) maintained by the Administrative Agent at DB and applied in accordance with Section 2.5(d). (i) All amounts received by the Administrative Agent for distribution hereunder shall, subject to Section 2.2(b)(iii), be distributed in the following order and, if to such Lender until Lenders, according to each Lender’s Proportionate Share with respect to each category set forth below: first, to the date such Lender repays such amount payment of any Fees, Expenses or other Obligations due and payable to the Administrative AgentAgent under any of the Loan Documents, at a rate equal including amounts advanced by the Administrative Agent on behalf of the Lenders pursuant to Section 2.3(b); second, to the Effective Federal Funds Rate for such day.ratable payment of any Fees and other Obligations due and payable to the Lenders under any of the Loan Documents, other than to a Lender in its capacity as an Issuing Bank and other than those Obligations specifically referred to in this Section 2.5(d)(i). third, to the ratable payment of interest due on the Loans;

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.072.03, 2.11, 2.12, 2.13, 2.15, 2.19 2.14 or 8.04(b8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.17, and upon the Agent's receipt of such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Extension Date, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or and of illegality or taxes facility fees hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall Borrowers, jointly and severally, agree to make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.15), not later than 1:00 12:30 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrowers is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrowers is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrowers hereby authorize each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrowers’ accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of facility interest, fees and utilization fees (or amounts in lieu thereof) Letter of Credit commissions determined by the Eurodollar Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 360 days, and all computations of interest determined by the Base Rate shall be made by the Administrative Agent on the basis of a year of 365/366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. All repayments of Advances shall be applied first to repay such Advances that are Base Rate Advances and then to repay such Advances that are Eurodollar Rate Advances. (de) Unless the Administrative Agent shall have received notice from the Borrower Borrowers prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower Borrowers shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Effective Federal Funds Rate for Agents and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such daypayment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Bank and the Swing Line Bank (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank and the Swing Line Bank on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 8.04 hereof and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08 on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrowers under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07 on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07 on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and Obligations owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of any and all Obligations in respect of any Cash Management Services owing to DBNY, any Lender or any of their respective Affiliates; and (x) tenth, to the payment of all other Obligations, including under the Secured Hedge Agreements, of the Loan Parties owing under or in respect of the Loan Documents or are secured pursuant to the Collateral Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 12:00 Noon (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notesfunds and, except that if at any time any such payment is rescinded as expressly set forth herein, without deduction, set-off or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madecounterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees under or in respect of a particular Facility ratably (other than amounts payable pursuant to Section 2.072.09(a), 2.09(b), 2.11, 2.122.13(d) or 9.04(c), 2.13, 2.15, 2.19 or 8.04(b)amounts payable to an Issuing Bank in respect of Letters of Credit) to the relevant Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Administrative Agent receives funds for application to the Obligations under the Basic Documents under circumstances for which the Basic Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, and neither Borrower has otherwise directed how such funds are to be applied (which direction is consistent with the terms of the Basic Documents), the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as the Administrative Agent shall direct. (c) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of such Borrower's accounts with such Lender any amount so due (with notice to the Administrative Agent and the relevant Borrower promptly following such charge). (d) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (e) All computations of interest based on the Base Rate and of facility interest, fees and utilization fees (or amounts in lieu thereof) Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or commission hereunder made in accordance with the provisions of illegality or taxes hereunder this Agreement shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cf) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, howeverprovided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (dg) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing if any, irrespective of any right of counterclaim or set-off, with respect to any or all of the Lenders or to the Administrative Agentprincipal of, interest on, and other amounts relating to, Advances denominated in Dollars, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care Agent, by deposit of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice funds to the Borrower from the Administrative Agent and agreed to by the Borrower, applicable Agent’s Account in same day funds. Each such Borrower shall make each payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement hereunder and under the Notes, except that if at any, irrespective of any time right of counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in any Optional Currency (other than Dollars), not later than 1:00 P.M. (London time) on the day when due in such payment is rescinded or must otherwise be returned Optional Currency (other than Dollars) to the Agent, by deposit of such funds to the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madeapplicable Agent’s Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.072.03, 2.11, 2.12, 2.13, 2.15, 2.19 2.14 or 8.04(b8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance an extension pursuant to Section 2.20, and upon Agent’s receipt of an each Assuming Extending Lender’s Assignment and Acceptance Agreement and recording of the information contained therein in the Register, from and after the date upon an Assuming Extending Lender giving notice pursuant to Section 2.20(a) herein, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby. Upon its acceptance of an Assignment and Acceptance or the effective date of the exercise of the call rights in Section 2.18 or the put rights in Section 2.19, as the case may be, and, in any such case, its recording of the information contained therein or relating thereto in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAcceptance or the applicable notice delivered pursuant to Section 2.18 or Section 2.19, as applicable, the Administrative Agent shall make all payments hereunder and under the Notes Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate or the Effective Federal Funds Rate and of facility fees shall be made by the Administrative Agent or the Sub-Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advancesas the case may be, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes Notes, if any, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent or the Sub-Agent, as the case may be, shall have received notice from the appropriate Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent or the Sub-Agent, as the case may be, may assume that the such Borrower has made such payment in full to the Administrative Agent or to the Sub-Agent, as the case may be, on such date date, and the Administrative Agent or the Sub-Agent, as the case may be, may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent or to the Sub-Agent, as the case may be, each Lender shall repay to the Administrative Agent or to the Sub-Agent, as the case may be, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent or to the Sub-Agent, as the case may be, at a rate equal to (i) the Effective Federal Funds Rate for Rate, in the case of Advances denominated in Dollars, or (ii) the cost of funds incurred by the Sub-Agent, in respect of such dayamount in the case of Advances denominated in any other Optional Currency.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Loan Document not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, noon on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase at its Payment Office (or to the applicable Issuing Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice in the case of payments to the Borrower from the Administrative Agent and agreed to by the Borrower, an Issuing Bank under Section 2.18) in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or fees commissions on Letters of Credit as contemplated by Section 2.18(b) ratably (other than amounts payable pursuant to Section 2.072.06, 2.11, 2.122.10, 2.13, 2.15, 2.19 2.16 or 8.04(b)8.04) to the Lenders Banks (decreased, as to any Bank, for any taxes withheld in respect of such Bank as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes (if any) in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the applicable Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice, the Administrative Agent may specify the Borrowing to which such payment shall apply. All of the Obligations of the Loan Parties under the Loan Documents shall be absolute and unconditional, and all payments to be made by the Loan Parties under the Loan Documents shall be made without condition or deduction for any counterclaim, defense, recoupment, or setoff. (b) All computations of interest based on the Base Rate and (except during such times as the Base Rate is determined pursuant to clause (c) or clause (d) of facility fees and utilization fees (or amounts in lieu the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar LIBO Rate, or the Effective Federal Funds Rate, of any fee payable under Section 2.03, Section 2.18(b), or, during such times as the Base Rate is determined pursuant to clause (c) or clause (d) of the definition thereof, the Base Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.06 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.06, by each Lender with respect to its own Advancesa Bank) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes (if any) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, provided that if such extension would cause payment of interest on or principal of Eurodollar Rate LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including required to be made by it under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, this Agreement not later than 1:00 3:00 P.M. (New York City timeLocal Time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars (or (i) with respect to principal, LC Disbursements interest or breakage indemnity due in respect of Advances or Letters of Credit denominated in an Alternative Currency, in such Alternative Currency and (ii) with respect to other payments required to be made by it pursuant to Section 2.13 or 9.04 that are invoiced in a currency other than Dollars, shall be payable in the currency so invoiced) to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the applicable Administrative Agent and agreed to by the Borrower, Agent’s Office in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded payments to be made directly to an Issuing Bank or must otherwise be returned by the Administrative Agent or any Swingline Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment as provided herein shall be deemed not made to have been so madesuch Issuing Bank or Swingline Lender. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.122.02(c), 2.13, 2.152.14, 2.19 2.16, 2.17 or 8.04(b9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(f), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by such Borrower is not made when due hereunder, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between such Borrower and such Lender. (c) All computations of interest based on the Base Rate or with respect to any Advances denominated in Sterling, Canadian Dollars and of facility fees and utilization fees (or amounts in lieu thereof) Australian Dollars shall be made by the Administrative Agent on the basis of a year of 365 or days or, other than with respect to Sterling, Canadian Dollars and Australian Dollars, 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate (other than with respect to any Advances denominated in Sterling) or the Effective Federal Funds Rate (other than determinations of the Base Rate made at any time by reference to the Federal Funds Rate), and of commitment fees and ticking fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent demonstrable error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (de) Unless the Administrative Agent shall have received written notice from the a Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate, or in the case of amounts in an Alternative Currency, at a rate equal for short term borrowings of such Alternative Currency determined in a customary manner in good faith by the Administrative Agent. (f) If at any time insufficient funds are received by and available to the Effective Federal Funds Rate for Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such dayfunds shall be applied towards payment of the amounts then due hereunder ratably among the parties entitled thereto, in accordance with the amounts then due to such parties.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including required to be made by it under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City timeLocal Time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Sterling (or (i) with respect to principal, interest or breakage indemnity due in respect of Advances denominated in Dollars, in Dollars and (ii) with respect to other payments required to be made pursuant to Section 2.11 or 9.04 that are invoiced in a currency other than Sterling shall be payable in the currency so invoiced) to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the applicable Administrative Agent and agreed to by the Borrower, Agent’s Office in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.07(c), 2.11, 2.12(i) (or if applicable the last sentence of Section 2.12), 2.132.14, 2.15, 2.19 2.15 or 8.04(b9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between the Borrower and such Lender. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts with respect to any Advances denominated in lieu thereof) Sterling shall be made by the Administrative Agent on the basis of a year of 365 or or, other than with respect to Sterling, 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate (other than with respect to any Advances denominated in Sterling) or the Effective Federal Funds Rate (other than determinations of the Base Rate made at any time by reference to the Federal Funds Rate), and of commitment fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent demonstrable error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (de) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate, or in the case of amounts in Sterling, at a rate equal to for short term borrowings of Sterling determined in a customary manner in good faith by the Effective Federal Funds Rate for such dayAdministrative Agent.

Payments and Computations. (ai) The Borrower shall Borrowers shall, subject, in the case of payments in respect of Letters of Credit, to Section 2.5(a)(ii), make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) the Loan Documents and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 2:00 p.m. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent at its address designated in care or pursuant to Section 12.3 in immediately available funds. The obligations of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice the Borrowers to the Borrower Lenders with respect to such payments shall be discharged by making such payments to the Administrative Agent pursuant to this Section 2.5 or by the Administrative Agent, in its discretion, adding such payments to the principal amount of the Loans outstanding by charging such payments to the applicable Borrower’s Account pursuant to Section 2.6. (ii) Amounts payable by the Borrowers in respect of any Letter of Credit should be made by the Borrowers to the Administrative Agent until the Funds Administrator shall have received notice from the Administrative Agent that the Administrative Agent has received payments equal to the aggregate amount of all drawings thereunder, plus interest thereon from the date such drawings were disbursed at the L/C Interest Rate. (i) The Borrowers shall have established and agreed to shall maintain, at one or more financial institutions selected by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made and acceptable to the Administrative Agent, one or more lockboxes and Deposit Accounts and shall instruct all account debtors on the Accounts of such Borrower to remit all payments to such Borrower’s lockboxes or Deposit Accounts. Each Borrower, the Administrative Agent and the applicable financial institutions shall have entered into a Control Agreement providing, among other things, that all receipts in the lockboxes or Deposit Accounts, as applicable, shall be deemed duly made transferred by the end of each day to one of the Credit Parties’ concentration accounts. All amounts received by any Borrower from any account debtor, shall upon receipt be deposited on the Business Day received into a concentration account. (ii) Each Borrower, the Administrative Agent and each of the financial institutions at which the Credit Parties’ Deposit Accounts that are concentration accounts are maintained selected by such Borrower and acceptable to the Administrative Agent (each a “Concentration Account Bank”) shall enter into a Control Agreement, providing, among other things that (A) Borrowers will maintain a Deposit Account at each Concentration Account Bank, and (B) at the option of Borrowers either (i) upon notice to such Concentration Account Bank from the Administrative Agent (which notice shall not be given by the Administrative Agent except upon the occurrence and during the continuance of an Event of Default or a Liquidity Event (and it being agreed that prior to the giving of such notice, Borrowers may direct the utilization of funds in such Deposit Account)), or (ii) at all times, all available cash balances and cash receipts, including the then contents or then entire ledger balance of each Deposit Account that is a concentration account shall be transferred each Business Day by ACH or wire transfer to the DB Loan Account. (c) Upon the terms and subject to the conditions set forth in the applicable Control Agreement, all available amounts held in each Deposit Account that is a concentration account shall, to the extent required by the Control Agreement, be wired each Business Day into an account (the “DB Loan Account”) maintained by the Administrative Agent at DB and applied in accordance with Section 2.5(d). (i) All amounts received by the Administrative Agent for distribution hereunder shall, subject to Section 2.2(b)(iii), be distributed in the following order and, if to Lenders, according to each Lender’s Proportionate Share with respect to each category set forth below: first, to the payment of any Fees, Expenses or other Obligations due and payable to the Administrative Agent under any of the Loan Documents, including amounts advanced by the Administrative Agent on behalf of the Lenders pursuant to Section 2.3(b); second, to the ratable payment of any Fees and other Obligations due and payable to the Lenders under any of the Loan Documents, other than to a Lender in its capacity as an Issuing Bank and other than those Obligations specifically referred to in this Section 2.5(d)(i). third, to the ratable payment of interest due on the Loans; fourth, to the ratable payment of principal due on the Loans; fifth, to the ratable payment of other Liabilities not specifically referred to in this Section 2.5(d) due and payable to the Lenders (in their capacities as such, and not in their capacity as an Issuing Bank) under the Loan Documents; sixth, to the ratable payment of other Liabilities not specifically referred to in this Section 2.5(d) due and payable to the Issuing Banks under L/C Applications and Letters of Credit; and seventh, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. (ii) Each Person receiving a payment from the Administrative Agent pursuant to Section 2.5(d)(i) shall, for all purposes of this Agreement and the Notesother Loan Documents, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the applied that payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date order specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesSection 2.5(d)(i). (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such day.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent at its address referred to in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Section 9.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made Subject to the Administrative Agentimmediately succeeding sentence, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.072.03, 2.112.10 or 2.12 or, 2.12to the extent the Termination Date is not the same for all Lenders, 2.13, 2.15, 2.19 or 8.04(bpursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate, Rate or the Effective Federal Funds Rate and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any if any, irrespective of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.16), not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.072.03, 2.112.10, 2.12, 2.13, 2.15, 2.19 2.13 or 8.04(b8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the principal amount of all outstanding Advances, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as the Administrative Agent shall direct. (c) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note, if any, held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due. (d) All computations of interest based on clause (a) of the definition of Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the LIBO Rate or the Effective Federal Funds Rate and fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (ce) Whenever any payment hereunder or under the Notes Notes, if any, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (df) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the any Notes, whether the amount so paid is owing except with respect to any or all of the Lenders or to the Administrative Agentprincipal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, applicable Agent's Account in same day funds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such payment made by Foreign Currency) on the Borrower for the account of any Lender hereunder, day when so made due in such Foreign Currency to the Administrative Agent in same day funds by deposit of such funds to the applicable Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made's Account. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.072.03, 2.112.05(b), 2.122.05(c), 2.132.10, 2.15, 2.19 2.13 or 8.04(b9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 daysdays and all computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to (i) the Effective Federal Funds Rate for in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such dayamount in the case of Advances denominated in Foreign Currencies.

Payments and Computations. (a) The Except as otherwise expressly provided in this Agreement, payments by the Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing pursuant to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, this Agreement or any other deduction whatsoeverLoan Document, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes whether in respect of the Loan, interest assigned thereby to the Lender assignee thereunderor otherwise (other than interest or fee payments made by delivery of Shares), and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent Borrower to the Lender not later than 12:00 noon (Denver, Colorado time) on the basis date due by delivery of a year of 365 or 366 days, as United States Dollars in immediately available funds to the case may be, and all computations of interest based on the Eurodollar RateLender’s Account, or such other account designated from time to time by notice from the Effective Federal Funds Rate Lender to the Borrower Representative in writing at least two (2) Business Days before any such due date. Except as otherwise expressly provided in this Agreement, payments by the Borrower pursuant to this Agreement or any other Loan Document of interest, fees or other amounts in Shares shall be made by the Administrative AgentBorrower to the Lender not later than 12:00 noon (Denver, Colorado time) on the date due by delivery of one or more duly authorized and all computations issued Share certificates evidencing the number of interest pursuant Shares then due, issued in the name of the Lender or such Affiliate of the Lender as designated by the Lender in writing. All payments under this Agreement to Section 2.07 be made by the delivery of Shares shall be made by each Lender the delivery of Tradable Shares. All decisions with respect to the payment of interest, fees or other amounts under this Agreement by either (i) the delivery of Tradable Shares, or (ii) the payment of immediately available funds, shall be made by the Lender in its own Eurodollar Rate Advancessole discretion. For the purposes of converting any amount from or into United States Dollars or any other currency, the parties shall use the Exchange Rate. All payments hereunder, whether by delivery of Shares or of United States Dollars, shall be made by the Borrower without set off, deduction, withholding or counterclaim not later than on the date when due. Any payments received hereunder after the time and date specified in this Section 3.4 shall be deemed to have been received by the Lender on the next following Business Day. All interest shall be computed on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in during the period for which such interest or fees are payableis payable over a year comprised of three hundred sixty (360) days. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment to be made hereunder or under the Notes shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, howevercomputing interest, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent mayany, in reliance upon connection with such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such daypayment.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 p.m. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the applicable Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or any Lender Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for all purposes, and upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.05, 2.122.09, 2.11(c), 2.13, 2.152.16, 2.19 2.21 or 8.04(b8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(d), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by such Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. 744224750 (c) All computations of interest based on the Alternate Base Rate and of facility fees and utilization fees (or amounts in lieu thereofbased upon The Wall Street Journal’s published “prime rate”) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Alternate Base Rate (based upon the Federal Funds Rate or upon clause (iii) of the definition of Alternate Base Rate), the Eurodollar Rate, Rate or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.09 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such commitment fees or interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.09, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the each Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the that any Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) The principal amount of any Advance (or any portion thereof) payable by any Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate otherwise applicable to such Advance plus 2% per annum, payable upon demand. Any other amount payable by any Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any Fronting Bank or any Lender, or the Administrative Agent, any 744224750 Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Effective Federal Funds Rate for such dayfrom time to time in effect. The obligations of the Lenders and the Fronting Banks under clause (ii) of the preceding sentence shall survive the payment in full of any amounts hereunder and the termination of this Agreement.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Revolving Notes not later than 1:00 3:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, time on the day when due in U.S. dollars Dollars to the Administrative Agent Payments Administrator at its Payment Office in care immediately available funds. The Borrower’s obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Payments Administrator pursuant to this Section 2.6 or, if such payments are not received prior to the foregoing deadline, by the Payments Administrator’s adding such payments to the principal amount of JPMorgan Chase Bankthe Revolving Loans outstanding by charging such payments to the Borrower’s Revolving Loan account (which charge shall constitute an incurrence of Revolving Loans (that are Base Rate Loans) in an aggregate principal amount equal to the amount so charged). (i) The Borrower shall have established and shall maintain one or more accounts for the collection of payments made in respect of Accounts (each, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated a “Collection Account”) and shall instruct all account debtors on the Accounts of the Borrower to remit all payments to its Collection Account. All amounts received by notice to the Borrower from any account debtor, in addition to all other cash received from any other source (other than proceeds kept in the Administrative “Collateral Account” (as defined in and pursuant to the Senior Secured Note Documents)), shall, subject to the requirements of Section 8.14, upon receipt be deposited into a Collection Account. (ii) The Borrower, the Collateral Agent and agreed financial institutions selected by the Borrower and acceptable to by the Agent (the “Collection Banks”) shall enter into agreements substantially in the form of Exhibit E-1 (the “Collection Agreements”), providing, among other things, for all receipts received in respect of Accounts to be transferred at the end of each day from each Collection Account to the Concentration Account. (iii) The Borrower may close Collection Accounts and/or open new Collection Accounts with the prior written consent of the Collateral Agent and subject to prior execution and delivery to the Collateral Agent of Collection Agreements consistent with the provisions of this Section 2.6 and in form and substance satisfactory to the Agent and its counsel. (c) Upon the terms and subject to the conditions set forth in the Collection Agreements, all available amounts held in the Collection Accounts shall be wired each Business Day into an account (the “Concentration Account”) established pursuant to a concentration account agreement entered into among the Borrower, the Collateral Agent and Deutsche Bank Trust Company Americas substantially in same day fundsthe form of Exhibit E-2 (the “Concentration Account Agreement”). Each such payment made Subject to the terms and conditions of the Concentration Account Agreement, all available funds in the Concentration Account shall be transferred on every Business Day to an account (the “DB Account”) maintained by the Borrower for Collateral Agent at Deutsche Bank Trust Company Americas. (d) All available amounts held in the account of any Lender hereunder, when so made to the Administrative Agent, DB Account shall be deemed duly made for all purposes of this Agreement distributed and applied on a daily basis in the Notesfollowing order: first, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any Fees, Expenses or other amount Obligations due and payable to the Agent under any of the Credit Documents, including amounts advanced by the Payments Administrator on behalf of the Lenders pursuant to Section 2.3(b), 2.3(c) or 2.4(b); second, to the payment of any Fees, Expenses or other Obligations due and payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording Issuing Bank under any of the information contained therein Credit Documents (other than any Permitted Hedge Agreement); third, to the ratable payment of any Fees, Expenses or other Obligations due and payable to the Lenders under any of the Credit Documents other than those Obligations specifically referred to in this Section 2.6(d); fourth, to the Register pursuant ratable payment of interest due on the Loans; and fifth, to the ratable payment of principal on the Loans and any amounts due under Permitted Hedge Agreements. Any payment received hereunder as a distribution in any proceeding referred to in Section 8.07(d)9.1(e) shall, from unless paid with respect to amounts specifically owing to the Agent or any Issuing Bank, be distributed and after applied by the effective date specified in such Assignment and Acceptance, Collateral Agent to the Administrative Agent shall make all payments payment of the amounts due hereunder and under the Revolving Notes ratably in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to accordance with such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case if a court of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder competent jurisdiction shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesotherwise specify, as the case may be; provided, however, if specified by such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Daycourt). (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such day.

Payments and Computations. (a) The Borrower Except to the extent otherwise provided for in Section 2.17 with respect to the reimbursement of LC Disbursements and interest thereon (i) the Borrowers shall make each payment hereunder (including under Section 2.03hereunder, 2.05without counterclaim or set-off, 2.06 with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, or 2.19) and under the Notes, whether the amount so paid is owing to any or all reimbursement of the Lenders or to the Administrative AgentLC Disbursements, not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, applicable Agent’s Account in same day funds. Each such , (ii) the Borrowers shall make each payment made by the Borrower for the account of any Lender hereunder, without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euro, not later than 11:00 A.M. (London time) on the day when so made due in Euro to the Administrative Agent, shall be deemed duly made for all purposes by deposit of this Agreement such funds to the applicable Agent’s Account in same day funds, and (iii) the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or reimbursement of LC Disbursements, or commitment fees and participation fees ratably (other than amounts payable pursuant to Section 2.072.03, 2.112.10, 2.12, 2.13, 2.15, 2.19 2.13 or 8.04(b9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the other Loan Documents, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate, Overnight Eurocurrency Rate or the Effective Federal Funds Rate and of commitment fees, participation fees and fronting fees pursuant to Section 2.03 shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 daysdays (or, in each case of Advances denominated in Euro where market practice differs, in accordance with market practice), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, commitment fee, participation fee or facility feesfronting fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Lenders hereunder or under the other Loan Documents that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender or Issuing Lender on such due date an amount equal to the amount then due such Lender or Issuing Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender or Issuing Lender, as the case may be, shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender or Issuing Lender together with interest thereon, for each day from the date such amount is distributed to such Lender or Issuing Lender until the date such Lender or Issuing Lender repays such amount to the Administrative Agent, at a rate equal to (i) the Effective Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Euro. (f) To the extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any of the other Loan Documents in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders or the Issuing Lenders in accordance with the terms of this Section 2.12, the Administrative Agent shall be entitled to convert or exchange such dayfunds into the required currencies, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.12; provided that each Borrower and each of the Lenders and Issuing Lenders hereby agree that the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower, such Lender or Issuing Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.12(f) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange unless such loss, cost or expense or such failure is the result of fraudulent acts or omissions, gross negligence or willful misconduct of the Administrative Agent; and provided, further, that each Borrower, jointly and severally with each other Borrower, agrees to indemnify the Administrative Agent, each Issuing Lender and each Lender, and hold the Administrative Agent, each Issuing Lender and each Lender harmless, for any and all losses, costs and expenses incurred by the Administrative Agent, any Issuing Lender or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.12(f) except to the extent such losses, costs or expenses arose as a result of fraudulent acts or omissions, gross negligence or willful misconduct of the Administrative Agent. (g) If, and for so long as, any Defaulting Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(b), 2.02(e), 2.12(e), 2.17(e) or (f), or 9.04(b), the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Lender under this Agreement for the benefit of the Administrative Agent or the Issuing Lenders to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, in any order as determined by the Administrative Agent in its discretion.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.15), not later than 1:00 2:00 P.M. (New York City Charlotte, North Carolina time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or under the other Loan Documents to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement, any of the other Loan Documents or any Secured Hedge Agreement is insufficient to pay in full all amounts due and payable to the Effective Federal Funds Rate Agents, the Lender Parties and the Hedge Banks under or in respect of this Agreement, the other Loan Documents and the Secured Hedge Agreement on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Bank (solely in its capacity as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04 hereof, Section 24 of the Security Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, ratably to (A) the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and (B) the payment of all amounts due and payable under each Secured Hedge Agreement ratably; and (ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the sum of (A) the aggregate principal amount of all Advances outstanding at such time and (B) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party, and, in the case of the Term Facility, for application to such principal repayment installments thereof, as the Administrative Agent shall direct.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 p.m. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the applicable Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or any Lender Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for all purposes, and upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.05, 2.122.09, 2.11(c), 2.13, 2.152.16, 2.19 2.21 or 8.04(b8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(d), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on Each Borrower hereby authorizes each Lender and each Fronting Bank, if and to the Base Rate and of facility fees and utilization fees extent payment owed to such Lender or such Fronting Bank (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be ) is not made by the Administrative Agent, and all computations of interest pursuant such Borrower to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent or such Fronting Bank (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on ) when due hereunder or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which under any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due Note held by such Lender. If , to charge from time to time against any or all of such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to that such Lender together or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with interest thereon, for each day from the date such amount is distributed to such Lender until or such Fronting Bank (as the date such Lender repays such case may be) any amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayso due.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Credit Document not later than 1:00 4:00 P.M. (New York City time) without setoff, counterclaim), or any other deduction whatsoeverin the case of payment in Euros, not later than 11:00 A.M. (New York City time), on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase at its Payment Office (or to an Issuing Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice in the case of payments to the Borrower from the Administrative Agent and agreed to by the Borrower, an Issuing Bank under Section 2.19) in same day funds. Each such payment made by the Borrower for the account , free and clear of any Lender hereunderdefenses, when so made to the Administrative Agentset-offs, shall be deemed duly made counterclaims, or withholdings or deductions for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madetaxes as set forth in Section 2.13. The Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to the payment of principal of or interest on Advances, commitment fees or fees commissions on Letters of Credit as contemplated by Section 2.19(b) ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 2.06 or 8.04(b)2.17) to the Lenders (decreased, as to any Lender, for any taxes withheld in respect of such Lender as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, Offices and (ii) like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance a Transfer Agreement and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(d), from and after the effective date specified in such Assignment and AcceptanceTransfer Agreement, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Transfer Agreement shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the applicable Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice, the Administrative Agent may specify the Borrowing to which such payment shall apply and with respect to voluntary prepayments, will apply such payments first to Base Rate Advances and second to LIBOR Advances (in the order of shortest to longest Interest Period). If a payment is due in Euros and the applicable Borrower does not, or is unable for any reason to, effect payment to the Lenders in Euros or if the applicable Borrower shall default in the payment when due of any payment in Euros, the Lenders may, at their option, require such payment to be made to the Lenders in Dollars in an amount equal to the Dollar Equivalent of the amount of Euros then due. With respect to any amount due and payable in Euros by any Borrower, such Borrower agrees to hold the Lenders harmless from any losses, if any, that are incurred by the Lenders arising from any change in the value of Dollars in relation to Euros between the date such payment became due and the date of payment thereof. (b) All computations of interest based on the Alternative Base Rate (except during such times as the Alternative Base Rate is determined pursuant to clause (ii) and (iii) of facility fees and utilization fees (or amounts in lieu the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Eurodollar LIBO Rate, or the Effective Federal Funds Rate or, during such times as the Alternative Base Rate is determined pursuant to clause (ii) or (iii) of the definition thereof, shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.06 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.06, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, provided that if such extension would cause payment of interest on or principal of Eurodollar Rate LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due from such Borrower to the Lenders any Lender hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off, not later than 1:00 12:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s account in same day funds. Each such payment made , with payments being received by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be Agent after such time being deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (x) if such payment by the payment Borrower is in respect of principal or principal, interest or fees ratably (any other Obligation then payable hereunder and under the Notes to more than amounts payable pursuant one Bank, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Banks for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Banks and like funds relating to (y) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Bank, to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d13.13(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations The Borrower hereby authorizes each Bank and each of interest based on its Affiliates, if and to the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be extent payment owed to such Bank is not made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (when due hereunder or, in the case of Section 2.07a Bank, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated Note held by such Bank, to be due on a day other than a Business Daycharge from time to time, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which fullest extent permitted by law, against any payment is due to or all of the Lenders hereunder that the Borrower will not make Borrower’s accounts with such payment in full, the Administrative Agent may assume that the Borrower has made Bank or such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an Affiliate any amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such daydue.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including required to be made by it under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City timeLocal Time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Sterling (or (i) with respect to principal, interest or breakage indemnity due in respect of Advances denominated in Dollars, in Dollars and (ii) with respect to other payments required to be made pursuant to Section 2.11 or 9.04 that are invoiced in a currency other than Sterling shall be payable in the currency so invoiced) to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the applicable Administrative Agent and agreed to by the Borrower, Agent’s Office in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.07(c), 2.11, 2.12(i) (or if applicable the last sentence of Section 2.12), 2.132.14, 2.15, 2.19 2.15 or 8.04(b9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between the Borrower and such Lender. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts with respect to any Advances denominated in lieu thereof) Sterling shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate or the Effective Federal Funds Rate (other than determinations of the Base Rate made at any time by reference to the Federal Funds Rate), and of commitment fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent demonstrable error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (de) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate, or in the case of amounts in Sterling, at a rate equal to for short term borrowings of Sterling determined in a customary manner in good faith by the Effective Federal Funds Rate for such dayAdministrative Agent.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.12), not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day in the Administrative Agent’s sole discretion. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the such Lenders for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and like funds relating to (ii) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender and each of its Affiliates, if and to the extent payment owed to such Lender is not made when due hereunder or under the other Loan Documents to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever Except as otherwise provided under the Loan Documents, whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or facility feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal the Federal Funds Rate. (f) If the Administrative Agent receives funds for application to the Effective Federal Funds Rate Obligations of the Borrower under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent may, if no instructions with respect thereto are received from the Lenders upon request, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s pro rata share of the aggregate principal amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender, as the Administrative Agent shall direct.

Payments and Computations. (a) The Borrower Company and each ------------------------- Borrowing Subsidiary shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the NotesNotes without set-off, whether the amount so paid is owing counterclaim or other deduction by causing a wire transfer of immediately-available funds to any or all of the Lenders or be initiated to the Administrative Agent, Agent in an amount equal to such payment not later than 1:00 P.M. 12:00 noon (New York City Chicago time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each Company or such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madeBorrowing Subsidiary. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07Sections 2.03, 2.05(b), 2.08, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.20) to the Lenders ------------- ------- ---- ---- ---- ---- ---- ---- Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance All such payments shall be made in Dollars, except that payments of principal of and interest on Borrowings in an Assignment and Acceptance and recording of Alternative Currency shall be made in such Alternative Currency or, where such Alternative Currency has converted to the information contained therein Euro, in the Register pursuant Euro; provided that if the applicable Borrower fails to Section 8.07(d)make any payment of principal or interest with respect to any Borrowing in an Alternative Currency (including the Euro) on the due date thereof because such Alternative Currency has ceased to be freely transferable and convertible into Dollars in the international currency and exchange markets, such failure shall not constitute an Event of Default or an event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, if such Borrower pays the equivalent in Dollars of such payment on the due date thereof. In addition to any such Dollar payment, such Borrower agrees to pay to each affected Bank an indemnity payment within five Business Days after such Borrower shall have received a certificate from and after such Bank setting forth in reasonable detail the effective date specified amount of any loss, cost, damage or expense suffered by such Bank as a consequence of such inability to make any such payment in such Assignment and AcceptanceAlternative Currency on the due date thereof. Each Bank agrees to use reasonable efforts to avoid or minimize all such loss, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereundercost, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesdamage or expense. (b) All computations of interest based on the Base Rate, or the Eurocurrency Rate and of facility fees and utilization fees (or amounts applicable to Borrowings denominated in lieu thereof) Sterling, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate (as to all other currencies) or the Federal Funds Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.08 and all computations of the Facility Fee and ------------ the Utilization Fee shall be made by each Lender with respect to its own Eurodollar Rate Advances, the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.08, by each Lender with respect to its own Advancesa Bank) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes fee owing ------------ hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithcreate a rebuttable presumption as to the correctness of such determination. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, if such extension would cause payment of interest on or -------- ------- principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including required to be made by it under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, this Agreement not later than 1:00 P.M. 11:00 A.M. (New York City timeLocal Time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Sterling (or (i) with respect to principal, interest or breakage indemnity due in respect of Advances denominated in Dollars, in Dollars and (ii) with respect to other payments required to be made pursuant to Section 2.11 or 9.04 that are invoiced in a currency other than Sterling shall be payable in the currency so invoiced) to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the applicable Administrative Agent and agreed to by the Borrower, Agent’s Office in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.07(c), 2.11, 2.12(i) (or if applicable the last sentence of Section 2.12), 2.132.14, 2.15, 2.19 2.15 or 8.04(b9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(f), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and assignor for amounts which have accrued to but excluding the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesof such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by each Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by such Borrower is not made when due hereunder, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between such Borrower and such Lender. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts with respect to any Advances denominated in lieu thereof) Sterling shall be made by the Administrative Agent on the basis of a year of 365 or days or, other than with respect to Sterling, 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate (other than with respect to any Advances denominated in Sterling) or the Effective Federal Funds Rate (other than determinations of the Base Rate made at any time by reference to the Federal Funds Rate), and of commitment fees and ticking fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent demonstrable error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (de) Unless the Administrative Agent shall have received written notice from the a Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate, or in the case of amounts in Sterling, at a rate equal to for short term borrowings of Sterling determined in a customary manner in good faith by the Effective Federal Funds Rate for such dayAdministrative Agent.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to Notes free and clear of any setoff or all of the Lenders or to the Administrative Agent, counterclaim not later than 1:00 P.M. 11:00 A.M. (New York City timeRelevant Currency Time) without setoffon the day when due, counterclaim, in the case of principal or interest on and other amounts relating to any Borrowing in the currency in which such Borrowing was denominated and in any other deduction whatsoevercase in U.S. dollars, to the Appropriate Agent in same-day funds by deposit of such funds to the Appropriate Agent's Account for payments in the applicable currency. The Appropriate Agent will promptly thereafter (and in any event, if received from a Borrower by the time specified in the preceding two sentences, on the day when due in U.S. dollars of receipt) cause like funds to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each be distributed (i) if such payment made by the a Borrower for the account is in respect of any Lender hereunderprincipal, when so made to the Administrative Agentinterest, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent fees or any Lender upon other Obligation then payable hereunder in a particular currency and under the bankruptcyNotes to more than one Lender, insolvency or reorganization of the Borrower or otherwise, to such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending OfficesOffices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to the and (ii) if such payment by a Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, Office for payments in each case to be applied in accordance with the terms of this Agreementapplicable currency. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Appropriate Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If an Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the 57 57 Advances or the Facility to which, or the manner in which, such funds are to be applied, such Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as such Agent shall direct. (c) All computations of interest based on the Base Rate and of facility interest, fees and utilization fees (or amounts in lieu thereof) Letter of Credit commissions shall be made by the Administrative Appropriate Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable, except that (i) computations of interest for Base Rate Advances, and for fees and Letter of Credit commissions payable in Canadian dollars, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as applicable, and (ii) each rate of interest on, and each fee and Letter of Credit commission payable in respect of, Canadian Subsidiary Advances that is calculated on the basis of a year of 360 days, shall be determined pursuant to such calculation and expressed as an annual rate for the purpose of the Interest Act (Canada) as equivalent to such rate as so determined, multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The principle of deemed reinvestment of interest will not apply to any interest calculated under this Agreement, and for the purposes of the Interest Act (Canada) the rates of interest stipulated in the Agreement are intended to be nominal rates, and not effective rates or yields. Each determination by the Administrative an Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, howeverprovided that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances or of face amounts of Bankers' Acceptances to be made in the next next-following calendar month, such payment shall be made on the next next-preceding Business Day. (de) Unless the Administrative an Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative such Agent may assume that the Borrower has made such payment in full to the Administrative such Agent on such date and the Administrative such Agent may, in reliance upon such assumption, 58 58 cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agentsuch Agent and such Agent makes available to a Lender on such date a corresponding amount, each such Lender shall repay to the Administrative such Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative such Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (including under Section 2.03hereunder, 2.05, 2.06 irrespective of any right of counterclaim or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agentset-off, not later than 1:00 P.M. 11:00 A.M. (New York City Chicago, Illinois time, or, subsequent to November 1, 2005, London time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Euros (except for Advances denominated in Dollars, in which case such payments shall be made in Dollars) to the Administrative Agent in care Agent, by deposit of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice funds to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such The Guarantor shall make each payment made due by the Borrower for the account it hereunder, irrespective of any Lender hereunderright of counterclaim or set-off, not later than 11:00 A.M. (Chicago, Illinois time, or, subsequent to November 1, 2005, London time) on the day when so due in Euros (except for guaranty obligations in respect of obligations of the Borrowers denominated in Dollars, in which case such payments shall be made in Dollars) to the Administrative Agent, shall be deemed duly made for all purposes by deposit of this Agreement and such funds to the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madeAgent's Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.072.04(b)(ii), 2.11, 2.12, 2.13, 2.15, 2.19 2.14 or 8.04(b9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Eurocurrency Rate or the Effective Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the Business Day next succeeding Business Daysucceeding, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or facility feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the Business Day next preceding Business Daypreceding. (d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the any Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to (i) the Effective Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Euros. (e) If the Agent receives funds for application to the obligations hereunder under circumstances for which neither this Agreement nor any Borrower specifies the Advances to which, or the manner in which, such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the sum of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other obligations owed to such Lender, and for application to such principal installments, as the Agent shall direct, in each case first toward such Advances or other obligations as are denominated in the same currency as such received funds. (f) To the extent that the Agent receives funds for application to the amounts owing by the Borrowers under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Euros or Dollars or from Euros to Dollars or from Dollars to Euros, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(f) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that such Borrower agrees to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(f). (g) Notwithstanding any of the foregoing or any other provision of this Credit Agreement or the Notes to the contrary, payments of interest made by Noveon France or any French Designated Subsidiary in respect of any Advances owing to any Lender acting through a lending office in France shall be paid directly by such Borrower to such Lender (or if requested by the Agent prior to the date such interest is due and owing, to a paying agent in France appointed by the Agent for such daypurpose for onward transfer in France by such paying agent to such Lender) exclusively through French bank accounts, in an amount to each such Lender (or paying agent, as applicable) as calculated by the Agent upon the request of such Borrower. Each Lender acting through a lending office in France agrees to notify the Borrowers in writing that it is acting through a lending office in France as soon as possible but no later than two (2) Business Days prior to the date an interest payment is due and owing to such Lender.

Payments and Computations. (aA) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, 12:00 noon Chicago time on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in care of JPMorgan Chase BankSubsection 12.16 hereof in immediately available funds. (B) Except as otherwise expressly provided in this Agreement, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., all amounts received by Agent from or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made Borrower for distribution to the Administrative Agent, Lenders or the Issuing Bank hereunder or otherwise shall be deemed duly made for all purposes of this Agreement distributed and applied as soon as practicable in the Notesfollowing order: first, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal any Fees, Expenses or interest other Liabilities due and payable to Agent under any of the Financing Agreements, including amounts advanced by Agent on behalf of Lenders pursuant to Subsection 2.5(B); second, to the payment of any Fees, Expenses or fees ratably (other Liabilities due and payable to the Issuing Bank under any of the Financing Agreements; third, to the ratable payment of any Fees, Expenses or other Liabilities due and payable to Lenders under any of the Financing Agreements other than amounts payable pursuant those Liabilities specifically referred to Section 2.07below in this Subsection 2.7(B); fourth, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders ratable payment of interest due on the Loans; fifth, to the ratable payment of principal due on the Loans and, if an Event of Default exists, to be held by Agent as cash collateral for Letter of Credit Obligations, and, sixth, to the account ratable payment of their respective Applicable Lending Officesany Related Hedging Obligations, pro rata, and like funds relating to the payment of the Banking Services Obligations, seventh, , at Agent's discretion, be held by Agent as cash collateral for other Liabilities, and eighth, to the payment of any other amount payable Secured Obligations. Application on account of the Liabilities constituting Loans shall be made by Agent (i) first to any Lender all Floating Rate Advances and (ii) only when no Floating Rate Advances are outstanding, to Eurodollar Advances; provided, however, prior to expiration of the Interest Period applicable thereto in lieu of applying amounts to Eurodollar Advances, Agent may in its discretion retain such balances as cash collateral for the Liabilities until applied to such Lender for Eurodollar Advances at the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording expiration of the information contained therein Interest Period applicable thereto. Any payment received hereunder as a distribution in any proceeding referred to in Subsection 9.1(H) or (I) shall, unless paid with respect to amounts specifically owing to Agent or the Register pursuant Issuing Bank, be distributed and applied to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, payment of the Administrative Agent shall make all payments amounts due hereunder and under the Notes ratably in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to accordance with such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case if a court of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder competent jurisdiction shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesotherwise specify, as the case may be; provided, however, if specified by such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Daycourt). (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such day.

Payments and Computations. (a) The All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, p.m. on the day when due (subject to Section 2.06(b) or (c), with respect to any payment made to cure a Collateral Shortfall or made with respect to a Mandatory Prepayment Event, as applicable) in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the immediately available funds. Administrative Agent and agreed shall promptly distribute to by the Borrowereach Lender its share, in same day funds. Each determined on a Pro Rata Basis (or other applicable basis as provided herein), of such payment made in like funds as received by the Borrower for the account of any Lender hereunder, when so made wire transfer to the such Lender. All payments received by Administrative Agent, Agent after 1:00 p.m. shall be deemed duly received on the next succeeding Business Day (subject to Section 2.06(b) or (c), with respect to any payment made for all purposes of this Agreement to cure a Collateral Shortfall or made with respect to a Mandatory Prepayment Event, as applicable) and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or applicable interest or fees ratably (other than amounts payable pursuant fee shall continue to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaccrue. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business Day, such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility any fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (dc) Unless All payments (including prepayments and, subject to Section 2.12, any other amounts received hereunder in connection with the exercise of any Applicable Lender’s rights after an Event of Default, including any amounts that may be funded to the Unpledged Account (but, in the case of any such amounts that have not otherwise been transferred from the Unpledged Account, no earlier than 24 hours after such funds are deposited to the Unpledged Account) made by Borrower to Administrative Agent under any Margin Loan Documentation shall have received notice from be applied to amounts then due and payable in the Borrower prior to following order, ratably in accordance with the date on which percentage of any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed amounts owed to each Lender Lender: (A) any expenses and indemnities payable by Borrower to Lenders under any Margin Loan Documentation; (B) to any accrued and unpaid interest and fees due under this Agreement; (C) to principal payments on such due date an amount equal to the amount then due such Lender. If outstanding Advances; and (D) to the extent the Borrower shall not have so made such payment in full of any excess, to the Administrative Agentpayment of all other Obligations under the Margin Loan Documentation; provided that, each in the case of an exercise of remedies, a Lender shall repay may elect the order in which different Advances are deemed to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such daybe paid.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off, not later than 1:00 P.M. 12:00 (noon) (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent’s Account in same-day funds, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day unless the Administrative Agent otherwise elects in its sole discretion. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrowers is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then-payable to any Lender to such Lender Parties and (ii) if such payment by the Borrowers is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d11.06(c), from and after the effective date specified in of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrowers hereby authorize each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or under the other Loan Documents to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrowers’ accounts with such Lender Party or such Affiliate any amount so due. (c) All payments in respect of the principal amount of any Advance (other than voluntary prepayments of Working Capital Advances) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Advance on a date when interest is due and payable with respect to such Advance) shall be applied to the payment of interest then due and payable before application to principal. (d) All computations of interest based on for Base Rate Advances when the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) is determined by the Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all actual days elapsed. All other computations of fees, interest based on the Eurodollar Rate, or the Effective Federal Funds Rate and commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a 360-day year of 360 days, in each case for the and actual number of days elapsed (including the first day but excluding the last day) occurring in ; provided that, if an Advance is repaid on the period for same day on which it is made, one day’s interest shall be paid on such interest or fees are payableAdvance). Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (ce) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, commitment or facility feesletter of credit fee or commission, as the case may be; provided, howeverprovided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such day.

Payments and Computations. (a) The Each applicable Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the NotesNotes without set-off, whether the amount so paid is owing counterclaim or other deduction by causing a wire transfer of immediately-available funds to any or all of the Lenders or be initiated to the Administrative Agent, Agent in an amount equal to such payment not later than 1:00 2:00 P.M. (New York City time) without setoffon the day when due from such applicable Borrower in Dollars to the Administrative Agent at the Agent’s Account. The applicable Borrower shall make each payment hereunder and under the Notes with respect to principal of, counterclaiminterest on, or any and other deduction whatsoever, amounts relating to Advances denominated in an Alternative Currency not later than 2:00 P.M. (at the payment office for such an Alternative Currency) on the day when due in U.S. dollars such an Alternative Currency to the Administrative Agent in care same-day funds by deposit of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice funds to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made’s Account. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section Sections 2.04(b), 2.07, 2.10, 2.11, 2.122.14, 2.13, 2.15, 2.19 2.15 or 8.04(b)2.16) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance All such payments shall be made in Dollars, except that payments of principal of and interest on Borrowings in an Assignment and Acceptance and recording of Alternative Currency shall be made in such Alternative Currency or, where such Alternative Currency has converted to the information contained therein Euro, in the Register pursuant Euro; provided that if the applicable Borrower fails to Section 8.07(d)make any payment of principal or interest with respect to any Borrowing in an Alternative Currency (including the Euro) on the due date thereof because such Alternative Currency has ceased to be freely transferable and convertible into Dollars in the international currency and exchange markets, such failure shall not constitute a Default or an Event of Default, if such Borrower pays the equivalent in Dollars of such payment on the due date thereof. In addition to any such Dollar payment, such Borrower agrees to pay to each affected Bank an indemnity payment within ten (10) Business Days after such Borrower shall have received a certificate from and after such Bank setting forth in reasonable detail the effective date specified amount of any loss, cost, damage or expense suffered by such Bank as a consequence of such inability to make any such payment in such Assignment and AcceptanceAlternative Currency on the due date thereof. Each Bank agrees to use commercially reasonable efforts to avoid or minimize all such loss, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereundercost, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesdamage or expense. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts the Eurocurrency Rate applicable to Borrowings denominated in lieu thereof) Sterling, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate (as to all other currencies) or the Federal Funds Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 and all computations of the Facility Fee, the Utilization Fee and the L/C Participation Fee shall be made by each Lender with respect to its own Eurodollar Rate Advances, the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advancesa Bank) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes fee owing hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the such Borrower will shall not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at a rate equal to the Effective (i) Federal Funds Rate for in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such dayamount in the case of Advances denominated in Alternative Currencies.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 p.m. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the applicable Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or any Lender Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for all purposes, and upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.05, 2.122.09, 2.11(c), 2.13, 2.152.16, 2.19 2.21 or 8.04(b8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(d), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by such Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the Alternate Base Rate and of facility fees and utilization fees (or amounts in lieu thereofbased upon The Wall Street Journal’s published “prime rate”) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Eurodollar Alternate Base Rate (based upon the Federal Funds Rate or upon clause (iii) of the definition of Alternate Base Rate), the EurodollarTerm SOFR Rate, Daily Simple SOFR (if applicable) or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.09 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such commitment fees or interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.09, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate RateTerm Benchmark Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the each Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the that any Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) The principal amount of any Advance (or any portion thereof) payable by any Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate otherwise applicable to such Advance plus 2% per annum, payable upon demand. Any other amount payable by any Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any Fronting Bank or any Lender, or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Effective Federal Funds Rate for such dayfrom time to time in effect. The obligations of the Lenders and the Fronting Banks under clause (ii) of the preceding sentence shall survive the payment in full of any amounts hereunder and the termination of this Agreement.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.15), not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or under the other Loan Documents to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Effective Federal Funds Rate Agents and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Bank and the Swing Line Bank (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank and the Swing Line Bank on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 9.04 hereof, Section 22 of the Security Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Appropriate Lenders under Section 2.08(a) on such date, ratably based upon the respective undrawn aggregate Commitments of such Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Agents and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Agents and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Lender Parties on such date; (viii) eighth, to the payment of the principal amount of all of the outstanding Advances that is due and payable to the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date; and (ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agents and the other Secured Parties on such date. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent shall distribute such funds to each of the Lender Parties in accordance with such Lender Party’s Pro Rata Share of the sum of (A) the aggregate principal amount of all Advances outstanding at such time and (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party, and, in the case of the Term B Facility, for application to the principal repayment installments thereof in inverse order of maturity.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City timeTime) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower funds without condition or deduction for the account of any Lender hereundercounterclaim, when so made to the Administrative Agentdefense, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded recoupment or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madesetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.06, 2.122.11(c), 2.132.13(c), 2.15, 2.19 2.18, 2.21 or 8.04(b8.04(c)) to the Lenders for the account of their respective Applicable its Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (ba) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (a) All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate and of facility fees and utilization fees (or amounts Rate” contained in lieu thereof) Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Adjusted Term SOFR, the Eurodollar Federal Funds Effective Rate, NYFRB Rate or the Effective Federal Funds Rate rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, commitment fees or fees LC Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cb) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar SOFR Rate Advances Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding. (dc) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (d) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a rate Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the Effective Federal Funds Rate for principal amount of such dayReimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Each Borrower shall make each payment required to be made by it hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due due, in U.S. dollars the case of US Advances to the Administrative Agent and, in care the case of JPMorgan Chase BankCanadian Advances, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from Sub-Agent, in each case for the Administrative Agent and agreed to by account of the Borrower, applicable Lender at the applicable Agent’s Account in same day funds. Each such payment made by The Agent (or the Borrower for the account of any Lender hereunder, when so made to the Administrative Sub-Agent, shall be deemed duly made for all purposes of this Agreement and as the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent case may be) will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.07, 2.112.10, 2.12, 2.13, 2.15, 2.19 2.14 or 8.04(b10.04(b)) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.02(d), from and after the effective date specified in such each Assignment and Acceptance, the Administrative Agent (or the Sub-Agent, as the case may be) shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest with respect to the Revolving Advances based on clause (a) of the definition of Base Rate or on the Canadian Prime Rate and of facility fees and utilization fees (or amounts in lieu thereofother than the facility fee) shall be made by the Administrative Agent (or the Sub-Agent, as the case may be) on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest (i) with respect to the Bid Advances, (ii) with respect to the Revolving Advances based on clause (b) of the definition of Base Rate, the Eurodollar Rate or the Federal Funds Rate, or (iii) letter of credit commissions, (iv) the Effective Federal Funds Rate shall be made by the Administrative Agent, facility fee and all computations of interest (v) pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fee or fees are commission is payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day or, in the case of payments in respect of Canadian Advances, other than a Canadian Business Day, such payment shall be made on the next succeeding Business Day or Canadian Business Day, as the case may be, and such extension of time shall in such case be included in the computation of payment of interest or facility and fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment payment, shall be made on the next preceding Business Day or Canadian Business Day, as the case may be. (d) Unless the Administrative Agent (or the Sub-Agent, as the case may be) shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent (or the Sub-Agent, as the case may be) may assume that the such Borrower has made such payment in full to the Administrative Agent (or the Sub-Agent, as the case may be) on such date and the Administrative Agent (or the Sub-Agent, as the case may be) may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the applicable Borrower shall not have so made such payment in full to the Administrative Agent (or the Sub-Agent, as the case may be), each Lender shall repay to the Administrative Agent (or the Sub-Agent, as the case may be) forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, in the case of payments made in US Dollars at a rate equal to the Effective Federal Funds Rate for and in the case of payments made in Canadian Dollars, at the Canadian Interbank Rate. (e) For the purposes of the Interest Act (Canada) and disclosure under such dayact, whenever any interest or fees to be paid under this Agreement are to be calculated on the basis of a year of 365 days or 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 365, 360 or such other period of time, as the case may be. (f) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in section 347 of the Criminal Code (Canada)) payable under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in that section) under this Agreement lawfully permitted by that section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of the Borrowers, the Agent, the Sub-Agent and the Lenders and the amount of such payment or collection shall be refunded to the applicable Borrower. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent will be prima facie evidence of such rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03hereunder, 2.05, 2.06 irrespective of any right of counterclaim or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agentset-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made , with payments being received by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be Agent after such time being deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal or principal, interest or fees ratably (any other Obligation then payable hereunder to more than amounts payable pursuant one Lender, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Domestic Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and like funds relating (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to the payment of Agent or any other amount payable one Lender, to any Lender to the Agent or such Lender for the account of its Applicable Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the purpose for which, or the manner in which, such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's Pro Rata Share of the principal amount of all outstanding Term Loans, or in repayment or prepayment of such of the outstanding Term Loans or other Obligations owed to such Lender, as the Agent shall direct. (c) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due. (d) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes fee hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (ce) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may beinterest; provided, however, that, if such extension would cause any payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business DayDay and such adjustment of time shall in such case be reflected in the computation of payment of interest. (df) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including or under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 12:00 noon (New York City London time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due and, with respect to principal or interest on Advances, in U.S. dollars the currency in which such Advance was made to the Borrower, to the Administrative Agent in care such funds as may then be customary for settlement of JPMorgan Chase Bankinternational transactions in such currency and without set-off, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc.counterclaim or other deduction. All other payments made hereunder shall be payable in immediately available funds in Euro. All payments hereunder shall be made to the Administrative Agent at the Administrative Agent’s address specified in Section 9.02, or at such any other location designated Lending Office of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, and shall be applied ratably by the Administrative Agent among the Banks. The Administrative Agent is hereby authorized to charge the Borrower’s account with the Administrative Agent, after notice to the Borrower from of the Administrative Agent amount to be charged, for each payment of principal, interest and agreed to by the Borrower, in same day funds. Each fees as such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madebecomes due. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the such payment of principal or interest or fees ratably (other than amounts in accordance with all like obligations then due and payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)which such payment relates) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank, to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations Notwithstanding the foregoing provisions of interest based on this Section 3.14, if, after the Base Rate and making of facility fees and utilization fees any Advance in any currency other than Euro, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or amounts the Borrower is not able to make payment to the Administrative Agent for the account of the Banks in lieu thereof) shall such Original Currency, then all payments to be made by the Administrative Agent on Borrower hereunder in such currency shall instead be made when due in Euro in an amount equal to the basis Euro Amount (as of a year the date of 365 repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or 366 days, as the case may be, and all computations exchange regulations. (c) All calculations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate and commitment fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if in the absence of manifest error. No challenge to any determination by the Administrative Agent pursuant to this subsection may be made reasonably and in good faithby the Borrower after the sixtieth day following delivery to the Borrower of written notification of such determination. (cd) Whenever any payment hereunder or under the any Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, if . If such extension would cause such payment of interest on or principal of Eurodollar Rate Advances with respect to an Advance to be made in the next following calendar month, such payment shall be made on the next immediately preceding applicable Business DayDay and the period of time during which such payment would have been outstanding but for compliance with this provision shall not be included in the computation of payment of interest with respect thereto. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due to such LenderBank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at a an interest rate equal to determined by the Effective Federal Funds Rate for such dayAdministrative Agent in accordance with banking industry practices on interbank compensation.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any if any, irrespective of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.17), not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day date when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.072.04, 2.11, 2.12, 2.13, 2.15, 2.19 2.14 or 8.04(b8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender Party ratably in accordance with such Lender Party's proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender Party, and for application to such principal installments, as the Administrative Agent shall direct. (c) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note, if any, held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due. (d) All computations of interest based on the Base Rate and of facility interest, fees and utilization fees (or amounts in lieu thereof) Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (ce) Whenever any payment hereunder or under the Notes Notes, if any, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (df) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment payment, without setoff, counterclaim, recoupment or other deduction, hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agentif any, not later than 1:00 P.M. 11:00 A.M. (New York City San Francisco time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees or letter of credit commissions ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.122.14, 2.132.17, 2.152.18, 2.19 2.20 or 8.04(b8.04(d)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Party to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes Notes, if any, in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party, if and to the extent payment owed to such Lender Party is not made when due hereunder or under the Note, if any, held by such Lender Party, to charge from time to time against any or all of the Borrower's accounts with such Lender Party any amount so due. (c) All computations of interest based on the Base Rate and of facility fees, including commitment fees and utilization fees (or amounts in lieu thereof) under Section 2.04(a), shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes Notes, if any, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 p.m. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the applicable Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or any Lender upon Fronting Bank (as the bankruptcy, insolvency or reorganization of case may be) shall constitute payment by the Borrower hereunder or otherwiseunder any Note, as the case may be, for all purposes, and upon such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.05, 2.122.09, 2.11(c), 2.13, 2.152.16, 2.19 2.21 or 8.04(b8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(d), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by the Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts (other than any payroll account maintained by the Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. 744224964 (c) All computations of interest based on the Alternate Base Rate and of facility fees and utilization fees (or amounts in lieu thereofbased upon The Wall Street Journal’s published “prime rate”) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Alternate Base Rate (based upon the Federal Funds Rate or upon clause (iii) of the definition of Alternate Base Rate), the Eurodollar Rate, Rate or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.09 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such commitment fees or interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.09, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) The principal amount of any Advance (or any portion thereof) payable by the Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate otherwise applicable to such Advance plus 2% per annum, payable upon demand. Any other amount payable by the Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Fronting Bank or any Lender, or the Administrative Agent, any 744224964 Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Effective Federal Funds Rate for such dayfrom time to time in effect. The obligations of the Lenders and the Fronting Banks under clause (ii) of the preceding sentence shall survive the payment in full of any amounts hereunder and the termination of this Agreement.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) this Agreement and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees to the Lenders ratably (other than in accordance with such amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) owing to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement; provided that unless otherwise expressly provided in this Agreement, funds so paid by the Borrower on account of any principal or interest due under this Agreement shall be applied first to satisfy such amounts due with respect to Completed Project Advances and Working Capital Advances, pari passu (or as otherwise specified by the Borrower), and, after all such amounts are paid, to the corresponding amounts due with respect to Uncompleted Project Advances. Upon its acceptance of an Assignment and Acceptance or a Designation Agreement and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and AcceptanceAcceptance or Designation Agreement (as the case may be), the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance or Designation Agreement (as the case may be) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Effective Rate and of commitment fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder under this Agreement shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder under this Agreement or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, provided that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Any such extension or reduction of time shall be included in the computation of payment of interest or commitment fee, as the case may be. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder under this Agreement that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayEffective Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.15), not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day for purposes of calculating interest thereon. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower's accounts with such Lender Party or such Affiliate any amount so due; provided, that such Lender first confirms with the Administrative Agent that such payment has not been made to the Administrative Agent. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Effective Federal Funds Rate Agents and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Bank and the Swing Line Bank (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank and the Swing Line Bank on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 9.04 hereof, Section 20 of the Security Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date; and (ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lender Parties in accordance with such Lender Party's Pro Rata Share of the sum of (A) the aggregate principal amount of all Advances outstanding at such time and (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party, and, in the case of the Term B Facility, for application to such principal repayment installments thereof, as the Administrative Agent shall direct.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.15), not later than 1:00 P.M. 11:00 A.M. (New York City Charlotte, North Carolina time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or under the other Loan Documents to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement, any of the other Loan Documents or any Secured Hedge Agreement is insufficient to pay in full all amounts due and payable to the Effective Federal Funds Rate Agents, the Lender Parties and the Hedge Banks under or in respect of this Agreement, the other Loan Documents and the Secured Hedge Agreement on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Bank and the Swing Line Bank (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank and the Swing Line Bank on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 9.04 hereof, Section 14 of the Pledge Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, ratably to (A) the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and (B) the payment of all amounts due and payable under each Secured Hedge Agreement ratably; and (ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lender Parties in accordance with such Lender Party’s Pro Rata Share of the sum of (A) the aggregate principal amount of all Advances outstanding at such time and (B) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party, and, in the case of the Term Facility, for application to such principal repayment installments thereof, as the Administrative Agent shall direct.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, time on the day when due in Dollars to the Payments Administrator at its Payment Office in immediately available funds. The Borrower's obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Payments Administrator pursuant to this Section 2.6. (i) The Borrower and each of its Subsidiaries that is a U.S. dollars Credit Party shall each, along with the Collateral Agent and financial institutions selected by the Borrower and acceptable to the Administrative Agent (the "COLLECTION BANKS"), enter into and maintain an agreement substantially in care the form of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., Exhibit C-1 or at such other location designated by notice form as may be acceptable to the Borrower from the Administrative Collateral Agent and (each such agreement, with such changes as may be agreed to by the BorrowerCollateral Agent and as modified, in same day fundsamended or supplemented from time to time, a "COLLECTION BANK AGREEMENT" and, collectively, the "COLLECTION BANK AGREEMENTS"). Each such payment made by The Borrower and each of its Subsidiaries that is a U.S. Credit Party shall instruct all account debtors on the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization Accounts of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 daysSubsidiary, as the case may be, and to remit all computations of interest based on payments to the Eurodollar Rate, applicable "P.O. Boxes" or "Lockbox Addresses" (as defined in the Effective Federal Funds Rate applicable Collection Bank Agreement) which remittances shall be made collected by the applicable Collection Bank and deposited in the applicable Collection Account. All amounts received by the Borrower and each of its Subsidiaries that is a U.S. Credit Party from any account debtor, in addition to all other cash received from any other source, shall, subject to the requirements of Sections 8.16 and 8.17, upon receipt be deposited into a Collection Account. (ii) The Borrower and its relevant Subsidiaries may close Collection Accounts and/or open new Collection Accounts with the prior written consent of the Collateral Agent and subject to prior execution and delivery to the Collateral Agent of Collection Bank Agreements consistent with the provisions of this Section 2.6 and in form and substance satisfactory to the Administrative Agent. (c) Upon the terms and subject to the conditions set forth in the Collection Bank Agreements, and all computations available amounts held in the Collection Accounts shall be wired by the close of interest each Business Day into an account maintained by BTCo (the "CONCENTRATION ACCOUNT") established pursuant to Section 2.07 a concentration account agreement entered into between the Borrower and the Collateral Agent substantially in the form of Exhibit C-2 (the "CONCENTRATION ACCOUNT AGREEMENT"). (d) All available amounts held in the Concentration Account shall be made by each Lender with respect to its own Eurodollar Rate Advances, distributed and applied on a daily basis in the basis of a year of 360 days, following order (in each case for case, to the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below): (or1) FIRST, to pay outstanding Expenses actually due and payable to the Administrative Agent and/or the Collateral Agent under any of the Credit Documents (provided that, in the case of Section 2.07Expenses attributable to services provided by third party accountants, 2.11consultants, 2.12, 2.13, 2.15, 2.19 or 8.04(b), advisors and other professionals retained by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faith. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from or any of its affiliates, same are invoiced to the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, or the Administrative Agent may assume that or its respective affiliate, with a copy of said invoice provided to the Borrower has made such payment in full Borrower), and to repay or prepay outstanding Revolving Loans advanced by the Administrative Agent on such date behalf of the Lenders pursuant to Sections 2.3 and the Administrative Agent may2.4(b); (2) SECOND, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent all amounts referred to in preceding clause (1) have been paid in full, to pay all outstanding Expenses actually due and payable to the Borrower shall not Issuing Lender under any of the Credit Documents; (3) THIRD, to the extent all amounts referred to in preceding clauses (1) and (2) have so made such payment been paid in full full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Loans and all accrued and unpaid Fees actually due and payable to the Administrative Agent, each Lender shall repay the Issuing Lenders and the Lenders under any of the Credit Documents; (4) FOURTH, to the Administrative Agent forthwith extent all amounts referred to in preceding clauses (1) through (3), inclusive, have been paid in full, to prepay (on demand a ratable basis) all outstanding principal on the Revolving Loans (whether or not then due and payable and with such amount distributed application to such Lender together with interest thereonbe made, for each day from first, to outstanding Base Rate Loans and, second, to outstanding Eurodollar Rate Loans); and (5) FIFTH, to the date such amount is distributed extent all amounts referred to such Lender until the date such Lender repays such amount in preceding clauses (1) through (4), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations due and payable to the Administrative Agent, at a rate equal the Collateral Agent or the Lenders under any of the Credit Documents. (e) Each of the Canadian Subsidiaries shall, along with the Collateral Agent and one or more financial institutions selected by such Canadian Subsidiaries and acceptable to the Effective Federal Funds Rate Administrative Agent, enter into and maintain an agreement (or agreements) substantially in the form of Exhibit C-3 or such other form as Canadian counsel for the Collateral Agent may suggest with respect to any Canadian Subsidiary or as may otherwise be acceptable to the Collateral Agent (each such dayagreement, with such changes as may be agreed to by the Collateral Agent and as modified, amended or supplemented from time to time, the "CANADIAN BANK CONTROL AGREEMENT" and, collectively, the "CANADIAN BANK CONTROL AGREEMENTS").

Payments and Computations. (a) The Borrower (through the Administrative Agent pursuant to Section 2.7) shall make each payment and prepayment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the NotesLoan Notes in respect of principal, whether interest, expenses, indemnities, fees or other Obligations due from the amount so paid is owing to any or all of the Lenders or Borrower to the Administrative Agent, Agent or any Lender not later than 1:00 P.M. [***] (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., Section 10.3 or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent’s Account in immediately available, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madesame-day funds. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Transaction Documents to more than one Lender, then to such Lenders ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and (ii) if such payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to by the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, then to such Lender for the account of its Applicable Lending OfficeLender, in each case to be applied in accordance with the terms of this AgreementSection 2.7. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Alternative Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are is payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cb) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances All payments to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is respect of fees due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each or any Lender on such due date an amount equal to the amount then due such Lender. If and to the extent from the Borrower shall not have so be made such payment in full pursuant to Section 2.7, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Administrative AgentBorrower, each Lender and without setoff, counterclaim or other deduction of any nature (other than with respect to Taxes pursuant to Section 2.15), and an action therefor shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayimmediately accrue.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.16), not later than 1:00 12:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d10.07(d), from and after the effective date specified in of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal to the Effective greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry practices on interbank compensation. (e) Whenever any payment received by any Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Secured Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Secured Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 10.04 hereof, Section 20 of the Security Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iii) third, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.11 and 2.13 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (iv) fourth, to the payment of all of the accrued and unpaid interest on the Obligations that is due and payable on such date, ratably based upon the respective aggregate amounts of such interest; and (v) fifth, to the payment of the principal and other amounts of all of the outstanding Obligations that is due and payable on such date, ratably based upon the respective aggregate amounts of all such principal and other amounts; and (vi) sixth, to the Borrower or as otherwise directed by a court of competent jurisdiction. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above. (f) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the aggregate principal amount of all Advances outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party, and for application to such principal repayment installments of the Term Facility, as the Administrative Agent shall direct.

Payments and Computations. (a) The All payments of principal of and interest on each Loan in a particular Currency shall be made in such Currency. (i) All payments of principal of and interest on the Loans and all other amounts whatsoever payable by a Borrower under this Agreement and the Notes shall make each payment hereunder (including under Section 2.03be made in immediately available funds, 2.05without deduction, 2.06 setoff or 2.19) and under the Notescounterclaim, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent's Account for the relevant Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, (in the case of amounts payable in Dollars) or any other deduction whatsoever11:00 A.M. Local Time in the location of the Administrative Agent's Account (in the case of amounts payable in an Alternate Currency), on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. due. (ii) The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.112.09(d), 2.12, 2.13, 2.15, 2.19 2.15(c) or 8.04(b)3.05 or as contemplated by Section 2.05(c) or 2.16) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. . (iii) Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, Acceptance the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or assumed thereby to the Lender assignee thereunder, and or New Lender thereunder (as the case may be). The parties to such each Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (bc) All computations of interest based on the Base Rate (other than if the Base Rate is computed on the basis of the Federal Funds Rate) and of facility fees and utilization fees (or amounts in lieu thereof) letter of credit commission shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate, the Swing Loan Rate or the Effective Base Rate based on the Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, and all computations of utilization fees shall be as specified in Section 2.05(d), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or interest, facility feesfee or, letter of credit commission, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Anything in Section 2.07 or 2.08 to the contrary notwithstanding, and without prejudice to Section 2.08(b) or 7.01(a), if any Borrower shall fail to pay any principal or interest denominated in an Alternate Currency within one Business Day after the due date therefor in the case of principal and three Business Days after the due date therefor in the case of interest (without giving effect to any acceleration of maturity under Article VII (Events of Default)), the amount so in default shall automatically be redenominated in Dollars on the day one Business Day after the due date therefor in the case of a rate principal payment and three Business Days after the due date therefor in the case of an interest payment in an amount equal to the Effective Federal Funds Rate Dollar Equivalent of such principal or interest. (g) If any Lender is a Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations subject to Section 2.11 due to it from and for the benefit of the Borrowers to the Non-Defaulting Lenders for application to, and reduction of, the Non-Defaulting Lenders' ratable portion of all Obligations until such dayNon-Defaulting Lenders have been repaid in full. Each Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments in accordance with Section 2.16(a)(iii). This Section 2.11(g) shall (i) apply at any time such Lender is a Defaulting Lender and be effective regardless of whether an Event of Default has occurred or is continuing and notwithstanding (1) any other provision of this Agreement to the contrary or (2) any instruction of the U.S. Borrower as to its desired application of payments and (ii) not be deemed to relieve or otherwise release any Borrower from any of its Obligations due or owing to any Lender, including a Defaulting Lender.

Payments and Computations. (a) The All payments to be made by the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Unless otherwise expressly provided herein, the Borrower shall make each payment or prepayment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. 12:00 noon (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or fees commissions ratably (other than amounts payable pursuant to Section 2.072.04(b)(ii) or (c), 2.11, 2.12, 2.13, 2.15, 2.19 2.14 or 8.04(b8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder and under any Revolving Credit Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(e), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereofincluding at such time as the Base Rate is determined by reference to the Adjusted Term SOFR Rate) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all actual days elapsed. All other computations of interest based on the Eurodollar RateAdjusted Term SOFR Rate or in respect of facility fees, or the Effective Federal Funds Rate Letter of Credit Fees and fronting fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 daysdays and actual days elapsed (which results in more fees or interest, in each case for as applicable, being paid than if computed on the actual number basis of days (including the first a 365-day but excluding the last day) occurring in the period for which such interest or fees are payableyear). Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder (including, for avoidance of doubt, payments of fees set forth in Section 2.04), or under the Revolving Credit Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or facility feescommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate SOFR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayEffective Rate.

Payments and Computations. ‌ (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 noon (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the applicable Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or any Lender Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for all purposes, and upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.04(b), 2.04(d), 2.08, 2.10(c), 2.12, 2.13, 2.15, 2.19 2.20 or 8.04(b8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by such Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the Alternate Base Rate and of facility fees and utilization fees (or amounts in lieu thereofbased upon The Wall Street Journal’s published “prime rate”) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees, fronting fees, the fees described in Section 2.04(c) and of interest based on the Alternate Base Rate (based upon the Federal Funds Rate or upon clause (iii) of the definition of Alternate Base Rate), the Eurodollar Rate, Rate or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.08 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such commitment fees or interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.08, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the each Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the that a Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) The principal amount of any Advance (or any portion thereof) payable by a Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate otherwise applicable to such Advance plus 2% per annum, payable upon demand. Any other amount payable by a Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that any payment by or on behalf of a Borrower is made to the Administrative Agent, any Fronting Bank or any Lender, or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Effective Federal Funds Rate for such day.from time to time in effect. The obligations of the Lenders and the Fronting Banks under clause

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Credit Document not later than 1:00 4:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase at its Payment Office (or to an Issuing Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice in the case of payments to the Borrower from the Administrative Agent and agreed to by the Borrower, an Issuing Bank under Section 2.19) in same day funds. Each such payment made by the Borrower for the account , free and clear of any Lender hereunderdefenses, when so made to the Administrative Agentset-offs, shall be deemed duly made counterclaims, or withholdings or deductions for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madetaxes as set forth in Section 2.13. The Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to the payment of principal of or interest on Advances, commitment fees or fees commissions on Letters of Credit as contemplated by Section 2.19(b) ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 2.06 or 8.04(b)2.17) to the Lenders (decreased, as to any Lender, for any taxes withheld in respect of such Lender as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, Offices and (ii) like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance a Transfer Agreement and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(d), from and after the effective date specified in such Assignment and AcceptanceTransfer Agreement, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Transfer Agreement shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice, the Administrative Agent may specify the Borrowing to which such payment shall apply and with respect to voluntary prepayments, will apply such payments first to Base Rate Advances and second to LIBOR Advances (in the order of shortest to longest Interest Period). (b) All computations of interest based on the Alternative Base Rate (except during such times as the Alternative Base Rate is determined pursuant to clause (ii) and (iii) of facility fees and utilization fees (or amounts in lieu the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the Eurodollar LIBO Rate, or the Effective Federal Funds Rate or, during such times as the Alternative Base Rate is determined pursuant to clause (ii) or (iii) of the definition thereof, shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.06 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.06, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, provided that if such extension would cause payment of interest on or principal of Eurodollar Rate LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) 2.6.1 The Borrower shall make each payment hereunder (including under Section 2.03to the Agent, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all on behalf of the Lenders or to the Administrative AgentBanks, hereunder not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, 2:00 p.m. on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bankat Xxx Xxxxxxx Xxxxxx, Agency ServicesXxxxxx, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., Xxxxxxxxxxxxx 00000 (or at such other location address designated by the Agent by written notice to the Borrower pursuant to Section 8.4 hereof), in lawful currency of the United States of America in immediately available funds. Each payment shall be made without any set-off, counterclaim, withholding or deduction whatsoever. In all events, all outstanding Obligations, including, without limitation, all outstanding amounts of the Revolving Loans together with all unpaid interest thereon and all fees, charges and other amounts due hereunder shall be due and payable on the Maturity Date. All payments (other than proceeds received in connection with the satisfaction of Release Conditions for a Property Partnership or Middle Tier Entity) shall be applied first to the payment of all fees, expenses and other amounts due to the Agent or the Banks (excluding principal and interest), then to accrued interest, then to outstanding principal with respect to such Property Partnerships or MTEs for which Revolving Loans are then outstanding as the Majority Banks (or the Agent in the absence of guidance from the Administrative Majority Banks) may determine in their unrestricted discretion, then to the cash collateralization of the Stated Amount of any outstanding Letters of Credit, then to any other Obligation as the Majority Banks (or the Agent in the absence of guidance from the Majority Banks) may determine in their unrestricted discretion, and agreed the balance to the Borrower. All proceeds received in connection with the satisfaction of Release Conditions for a Property Partnership or MTE shall be applied first to the principal outstanding with respect to the Revolving Loans made in connection with Direct Convertible Loans to or Direct Investments in such Property Partnership, or the Capital Contribution to such MTE, then to the cash collateralization of the Stated Amount of any outstanding Letters of Credit related to such Property Partnership or MTE, then to accrued interest, fees and expenses with respect to any of the foregoing, then (if and to the extent there is not then outstanding a Default or an Event of Default) to the repayment to the Borrower (or, if so directed by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account Guarantor or Guarantors) of its Applicable Lending Office, in each case Co-Funding Amounts related to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunderProperty Partnership or MTE, and the parties balance as set forth in the immediately preceding sentence. Notwithstanding the foregoing, after demand, payments will be applied to such Assignment the Obligations of Borrower to the Agent and Acceptance shall make all appropriate adjustments the Banks as the Majority Banks (or the Agent in such payments for periods prior to such effective date directly between themselvesthe absence of guidance form the Majority Banks) may determine in their unrestricted discretion. (b) All 2.6.2 Except as otherwise provided herein, all computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) interest shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithelapsed. (c) 2.6.3 Whenever any payment to be made hereunder or under the Notes shall be stated to be due on a day other than which is not a Business Day, unless otherwise provided herein, such payment shall be made on the next succeeding Business Day, and such extension of time shall in each such case be included in the computation of payment of interest or facility fees, as . 2.6.4 In the case may be; provided, however, if such extension would cause event that payment of interest to the Agent hereunder is made after 2:00 p.m. on or principal of Eurodollar Rate Advances to be made in the next following calendar montha Business Day, such payment shall be made deemed received on the next preceding immediately following Business Day, and such extension of time shall be included in the computation of interest or fee. (d) Unless the Administrative Agent 2.6.5 Any rate of interest hereunder based upon or measured by reference to Prime Rate shall have received change automatically and immediately as and when Prime Rate changes, without prior notice from the Borrower prior to the date on Borrower. Any change in Prime Rate shall not affect or alter any of the terms and conditions of this Agreement, all of which shall remain in full force and effect. 2.6.6 The Borrower and the Banks hereby authorize the Agent to withdraw any payment is payments due to the Lenders Agent or the Banks hereunder that as and when the Borrower will not make such payment in full, same become due directly from either of the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRepayment Accounts.

Payments and Computations. (a) The Borrower Company shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 12:00 Noon (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunderfunds and without deduction, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded set-off or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madecounterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees under or in respect of a particular Facility ratably (other than amounts payable pursuant to Section 2.072.09(a), 2.09(b), 2.11, 2.122.13(d) or 10.04(c), 2.13, 2.15, 2.19 or 8.04(b)amounts payable to the Issuing Banks in respect of Letters of Credit) to the relevant Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d10.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, and the Company has not otherwise directed how such funds are to be applied (which direction is consistent with the terms of the Loan Documents), the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the principal amount of all outstanding Revolving Credit Advances, then to such Lenders proportionate share of the principal amount of all outstanding Term Advances and then to the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as the Administrative Agent shall direct. (c) The Company hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made by the Company when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of the Company's accounts with such Lender any amount so due (with notice to the Administrative Agent and the Company promptly following such charge). (d) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (e) All computations of interest based on the Base Rate and of facility interest, fees and utilization fees (or amounts in lieu thereof) Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Advances bearing interest based upon clause (a) in the definition of "Base Rate" in Section 1.01, 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or commission hereunder made in accordance with the provisions of illegality or taxes hereunder this Agreement shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cf) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, howeverprovided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (dg) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower Company shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 noon (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the applicable Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or any Lender Fronting Bank (as the case may be) shall constitute payment by such Borrower hereunder or under any Note, as the case may be, for all purposes, and upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent 112461100 v3 or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or commitment fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.04(b), 2.04(d), 2.08, 2.10(c), 2.12, 2.13, 2.15, 2.19 2.20 or 8.04(b8.05(b)) (according to the Lenders’ respective Percentages) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender and each Fronting Bank, if and to the extent payment owed to such Lender or such Fronting Bank (as the case may be) is not made by such Borrower to the Administrative Agent or such Fronting Bank (as the case may be) when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of such Borrower’s accounts (other than any payroll account maintained by such Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or such Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the Alternate Base Rate and of facility fees and utilization fees (or amounts in lieu thereofbased upon The Wall Street Journal’s published “prime rate”) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees, fronting fees, the fees described in Section 2.04(c) and of interest based on the Alternate Base Rate (based upon the Federal Funds Rate or upon clause (iii) of the definition of Alternate Base Rate), the Eurodollar Rate, Rate or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.08 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such commitment fees or interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.08, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility commitment fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.. 112461100 v3 (de) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the each Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the that a Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) The principal amount of any Advance (or any portion thereof) payable by a Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate otherwise applicable to such Advance plus 2% per annum, payable upon demand. Any other amount payable by a Borrower hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the rate of interest applicable to Alternate Base Rate Advances plus 2% per annum, payable upon demand. (g) To the extent that any payment by or on behalf of a Borrower is made to the Administrative Agent, any Fronting Bank or any Lender, or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Effective Federal Funds Rate for such dayfrom time to time in effect. The obligations of the Lenders and the Fronting Banks under clause (ii) of the preceding sentence shall survive the payment in full of any amounts hereunder and the termination of this Agreement.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.14), not later than 1:00 P.M. 12:00 noon (New York, New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due (or, in the case of payments made by a Guarantor pursuant to Section 8.01, on the date of demand therefor) in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the such Lenders for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and like funds relating to (ii) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and expenses then due hereunder, such funds shall be applied (i) first, toward payment of fees and expenses then due under Sections 2.07 and 9.04, ratably among the parties entitled thereto in accordance with the amounts of fees and expenses then due to such parties, (ii) second, towards payment of interest and fees then due on account of Advances (including any interest payable pursuant to Section 2.06(b)), ratably among the parties entitled thereto in accordance with the amounts of such interest and fees then due to such parties, and (iii) third, towards payment of principal of the Advances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties; provided that the proceeds from the exercise of remedies in respect of any Collateral shall be applied as set forth in the Security Agreement. (c) All computations of interest based on the Base Rate and Rate, of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Loan Document not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, noon on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase at its Payment Office (or to the Issuing Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice in the case of payments to the Borrower from the Administrative Agent and agreed to by the Borrower, Issuing Bank under Section 2.18) in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or fees commissions on Letters of Credit as contemplated by Section 2.18(b) ratably (other than amounts payable pursuant to Section 2.072.06, 2.11, 2.122.10, 2.13, 2.15, 2.19 2.16 or 8.04(b)8.04) to the Lenders Banks (decreased, as to any Bank, for any taxes withheld in respect of such Bank as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes (if any) in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the applicable Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice, the Administrative Agent may specify the Borrowing to which such payment shall apply. (b) All computations of interest based on the Base Rate and (except during such times as the Base Rate is determined pursuant to clause (c) of facility fees and utilization fees (or amounts in lieu the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar LIBO Rate, or the Effective Federal Funds Rate, of any fee payable under Section 2.03, Section 2.18(b), or, during such times as the Base Rate is determined pursuant to clause (c) of the definition thereof, the Base Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.06 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.06, by each Lender with respect to its own Advancesa Bank) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes (if any) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, provided that if such extension would cause payment of interest on or principal of Eurodollar Rate LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.15), not later than 1:00 P.M. 12:00 Noon (New York City Charlotte, North Carolina time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due (or, in the case of payments made by the Parent Guarantor pursuant to Section 8.01, on the date of demand therefor) in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender Party ratably in accordance with such Lender Party's proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender Party, and for application to such principal installments, as the Administrative Agent shall direct. (c) The Borrower hereby authorizes each Lender Party, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender Party any amount so due. Each of the Lender Parties hereby agrees to notify the Borrower promptly after any such setoff and application shall be made by such Lender Party; provided, however, that the failure to give such notice shall not affect the validity of such charge. (d) All computations of interest based on the Base Rate and of facility interest, fees and utilization fees (or amounts in lieu thereof) Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (ce) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (df) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.15), not later than 1:00 P.M. 11:00 A.M. (New York City Charlotte, North Carolina time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or under the other Loan Documents to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement, any of the other Loan Documents or any Secured Hedge Agreement is insufficient to pay in full all amounts due and payable to the Effective Federal Funds Rate Agents, the Lender Parties and the Hedge Banks under or in respect of this Agreement, the other Loan Documents and the Secured Hedge Agreement on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Bank and the Swing Line Bank (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank and the Swing Line Bank on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 9.04 hereof, Section 14 of the Pledge Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a) on such date, ratably based upon the respective aggregate Commitments (or in the case of the Term Facility, outstanding Advances) of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, ratably to (A) the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and (B) the payment of all amounts due and payable under each Secured Hedge Agreement ratably; and (ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lender Parties in accordance with such Lender Party’s Pro Rata Share of the sum of (A) the aggregate principal amount of all Advances outstanding at such time and (B) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party, and, in the case of the Term Facility, for application to such principal repayment installments thereof, as the Administrative Agent shall direct.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made Subject to the Administrative Agentimmediately succeeding sentence, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.072.09 or 2.11 or, 2.11to the extent the Termination Date is not the same for all Lenders, 2.12, 2.13, 2.15, 2.19 or 8.04(bpursuant to Section 2.05(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding Advances (other than amounts payable pursuant to Section 2.09 or 2.11) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate, Rate or the Effective Federal Funds Rate and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars Dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services(except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at 0000 Xxxxx Xxxx OPS III, Xxx Xxxxx Xxxxxxxxx XxxxxXxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Commitment Fees or interest or Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13Section 2.13 or Section 2.17 and except that (i) any Bank may receive less than its Pro Rata Share of interest to the extent Section 8.06 is applicable to it, 2.15(ii) if the Stated Termination Date for all Banks is not the same, 2.19 or 8.04(bthen principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), and (iii) if, in respect of any Change in Control, not all Banks are Exercising Banks, then payments due from the Borrower pursuant to Section 2.23 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply. (b) All computations of interest based on the Base Rate (except during such times as the Base Rate is determined pursuant to clause (b) or clause (c) of the definition thereof), of Commitment Fees and of facility Letter of Credit fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate or, during such times as the Base Rate is determined pursuant to clause (b) or clause (c) of the definition thereof, the Base Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.08 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, or in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.08, by each Lender with respect to its own Advancesa Bank) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility interest, Commitment Fees and Letter of Credit fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notesother Loan Documents, whether the amount so paid is owing to irrespective of any right of counterclaim or all of the Lenders or to the Administrative Agentset-off (except as otherwise provided in Section 2.16), not later than 1:00 12:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent’s Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned with payments being received by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, after such payment shall be time being deemed not to have been so madereceived on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender Party, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d10.07(d), from and after the effective date specified in of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate and of facility fees and utilization fees (or amounts in lieu thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, Rate or the Effective Federal Funds Rate and of fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommission, as the case may be; providedprovided , howeverhowever , that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such LenderLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at a rate equal to the Effective greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry practices on interbank compensation. (e) Whenever any payment received by any Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Secured Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Secured Parties in the following order of priority: (i) first , to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second , to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 10.04 hereof, Section 20 of the Security Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iii) third , to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.11 and 2.13 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (iv) fourth , to the payment of all of the accrued and unpaid interest on the Obligations that is due and payable on such date, ratably based upon the respective aggregate amounts of such interest; and (v) fifth , to the payment of the principal and other amounts of all of the outstanding Obligations that is due and payable on such date, ratably based upon the respective aggregate amounts of all such principal and other amounts; and (vi) sixth , to the Borrower or as otherwise directed by a court of competent jurisdiction. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above. (f) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such dayfunds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the aggregate principal amount of all Advances outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party, and for application to such principal repayment installments of the Term Facility, as the Administrative Agent shall direct.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder free and clear of any setoff or counterclaim, with such payment (including under Section 2.03, 2.05, 2.06 or 2.19other than repayment of a Swing Line Loan) and under the Notes, whether the amount so being paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. 11:00 A.M. (New York City timeRelevant Currency Time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars the case of principal or interest on and other amounts relating to any Borrowing, prior to the Administrative occurrence of a Sharing Event, in the currency in which such Borrowing was denominated and in any other case in U.S. Dollars, to the Appropriate Agent in care same-day funds by deposit of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice funds to the Borrower from Appropriate Agent's Account for payments in the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so madeapplicable currency. The Administrative Appropriate Agent will promptly thereafter (and in any event, if received from a Borrower by the time specified in the preceding two sentences, on the day of receipt) cause like funds to be distributed like funds relating (i) if such payment by a Borrower is in respect of principal, interest, fees or any other Obligation then payable hereunder in a particular currency, to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the applicable Lenders for the account of their respective Applicable Lending OfficesOffices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to the (ii) if such payment by a Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, Office for payments in each case to be applied in accordance with the terms of this Agreementapplicable currency. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d10.7(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Appropriate Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby hereby to the Lender assignee thereunderhereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If an Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Loans or the Facility to which, or the manner in which, such funds are to be applied, such Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the principal amount of all outstanding Loans and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Loans or other Obligations owed to such Lender, and for application to such principal installments, as such Agent shall direct. (c) All computations of interest based on the Base Rate and of facility interest, fees and utilization Letter of Credit fees (payable by any Multi-Currency Borrower under the Multi-Currency Facility or amounts in lieu thereof) any Term Loan Borrower under the Term Loans shall be made by the Administrative Agent on the basis of a year of 365 or 366 three hundred sixty (360) days, as the case may be, and all computations of interest based on interest, fees and Letter of Credit fees payable by the Eurodollar Rate, or Canadian Subsidiary under the Effective Federal Funds Rate Canadian Facility shall be made by the Canadian Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, Agent on the basis of a year of 360 three hundred sixty-five (365) days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable, except that each rate of interest on, and each fee and Letter of Credit fee payable in respect of, Canadian Revolving Loans that is calculated on the basis of a year of three hundred sixty-five (365) days, shall be determined pursuant to such calculation and the equivalent, expressed as an annual rate for the purpose of the Interest Act (Canada), of any such rate as so determined shall be such rate, multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by three hundred sixty-five (365). The principle of deemed reinvestment of interest will not apply to any interest calculated under this Agreement, and for the purposes of the Interest Act (Canada) the rates of interest stipulated in the Agreement are intended to be nominal rates, and not effective rates or yields. Each determination by the Administrative an Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, howeverprovided that, if such extension would cause payment of interest on or principal of Eurodollar LIBO Rate Advances Loans to be made in the next next-following calendar month, such payment shall be made on the next next-preceding Business Day. (de) Unless the Administrative an Agent shall have received notice from the any Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the such Borrower will not make such payment in full, the Administrative such Agent may assume that the such Borrower has made such payment in full to the Administrative such Agent on such date and the Administrative such Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agentsuch Agent and such Agent makes available to a Lender on such date a corresponding amount, each such Lender shall repay to the Administrative such Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative such Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to Notes free and clear of any setoff or all of the Lenders or to the Administrative Agent, counterclaim not later than 1:00 P.M. 11:00 A.M. (New York City timeRelevant Currency Time) without setoffon the day when due, counterclaim, in the case of principal or interest on and other amounts relating to any Borrowing in the currency in which such Borrowing was denominated and in any other deduction whatsoevercase in U.S. dollars, to the Appropriate Agent in same-day funds by deposit of such funds to the Appropriate Agent's Account for payments in the applicable currency. The Appropriate Agent will promptly thereafter (and in any event, if received from a Borrower by the time specified in the preceding two sentences, on the day when due in U.S. dollars of receipt) cause like funds to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each be distributed (i) if such payment made by the a Borrower for the account is in respect of any Lender hereunderprincipal, when so made to the Administrative Agentinterest, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent fees or any Lender upon other Obligation then payable hereunder in a particular currency and under the bankruptcyNotes to more than one Lender, insolvency or reorganization of the Borrower or otherwise, to such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending OfficesOffices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to the and (ii) if such payment by a Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, Office for payments in each case to be applied in accordance with the terms of this Agreementapplicable currency. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Appropriate Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. 63 58 (b) If an Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, such Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as such Agent shall direct. (c) All computations of interest based on the Base Rate and of facility interest, fees and utilization fees (or amounts in lieu thereof) Letter of Credit commissions shall be made by the Administrative Appropriate Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable, except that (i) computations of interest for Base Rate Advances, and for fees and Letter of Credit commissions payable in Canadian dollars, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as applicable, and (ii) each rate of interest on, and each fee and Letter of Credit commission payable in respect of, Canadian Subsidiary Advances that is calculated on the basis of a year of 360 days, shall be determined pursuant to such calculation and expressed as an annual rate for the purpose of the Interest Act (Canada) as equivalent to such rate as so determined, multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The principle of deemed reinvestment of interest will not apply to any interest calculated under this Agreement, and for the purposes of the Interest Act (Canada) the rates of interest stipulated in the Agreement are intended to be nominal rates, and not effective rates or yields. Each determination by the Administrative an Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate rate, fee or an increased cost, loss or expense or increased capital or of illegality or taxes commission hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feescommitment fee, as the case may be; provided, howeverprovided that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances or of face amounts of Bankers' Acceptances to be made in the next next-following calendar month, such payment shall be made on the next next-preceding Business Day. (de) Unless the Administrative an Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not 64 59 make such payment in full, the Administrative such Agent may assume that the Borrower has made such payment in full to the Administrative such Agent on such date and the Administrative such Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agentsuch Agent and such Agent makes available to a Lender on such date a corresponding amount, each such Lender shall repay to the Administrative such Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative such Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.

Payments and Computations. (a) The Borrower Obligor shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, Note not later than 1:00 P.M. 12:00 noon (New York City Charlotte, North Carolina time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent or, with respect to payments made in care respect of JPMorgan Chase Reimbursement Obligations, to the Fronting Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice its address referred to the Borrower from the Administrative Agent and agreed to by the Borrower, in Section 8.02 in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made to the Administrative Agentwithout set-off, shall be deemed duly made for all purposes of this Agreement counterclaim or defense and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by to the Administrative Agent or the Fronting Bank (as the case may be) shall constitute payment by the Obligor hereunder or under any Lender Note or under any Note, as the case may be, for all purposes, and upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment the Lenders shall be deemed not look solely to have been so madethe Administrative Agent or the Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent or the Fronting Bank (as the case may be) will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or facility fees or Reimbursement Obligations ratably (other than amounts payable pursuant to Section 2.072.02(c), 2.112.05, 2.122.09, 2.11(c), 2.13, 2.15, 2.19 2.16 or 8.04(b8.05(b)) (according to the Lenders’ respective Commitments) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.08(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent and the Fronting Bank shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Obligor hereby authorizes each Lender and the Fronting Bank, if and to the extent payment owed to such Lender or the Fronting Bank (as the case may be) is not made by the Obligor to the Administrative Agent or the Fronting Bank (as the case may be) when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of the Obligor’s accounts (other than any payroll account maintained by the Obligor with such Lender or the Fronting Bank (as the case may be) if and to the extent that such Lender or the Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) with such Lender or the Fronting Bank (as the case may be) any amount so due. (c) All computations of interest based on the Alternate Base Rate and of facility fees and utilization fees (or amounts in lieu thereofbased upon Wachovia’s base rate) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of facility fees and other fees and of interest based on the Alternate Base Rate (based upon the Federal Funds Rate), the Eurodollar Rate, Rate or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 2.09 shall be made by each Lender with respect to its own Eurodollar Rate Advancesa Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such facility fees or interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)2.09, by each Lender with respect to its own Advancesa Lender) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower any Obligor prior to the date on which any payment is due to the Lenders hereunder that the Borrower Obligor will not make such payment in full, the Administrative Agent may assume that the Borrower Obligor has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower Obligor shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Except as provided otherwise in Section 2.08, any amount payable by the Obligor hereunder or under any Note that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at the Default Rate. (g) To the extent that any payment by or on behalf of the Obligor is made to the Administrative Agent, any Fronting Bank or any Lender or the Administrative Agent, any Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise (a “Returned Payment”), then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and the Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Effective Federal Funds Rate for such dayfrom time to time in effect. The obligations of the Lenders and the Fronting Banks under clause (ii) of the preceding sentence shall survive the payment in full of any amounts hereunder and the termination of this Agreement.

Payments and Computations. (a) The Borrower Company shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all Letter of the Lenders or to the Administrative Agent, Credit Advance Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Letter of Credit Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Administrative Agent and agreed to by the Borrower, Agent's Account in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, when so made With respect to funds paid to the Letter of Credit Administrative Agent, shall be deemed duly made for all purposes the Letter of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Credit Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Company is in respect of principal, interest, fees or any other Obligation then payable hereunder and under the Letter of Credit Advance Notes to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender, to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the such Lenders for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and like funds relating to (ii) if such payment by the payment Company is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(d), from and after the effective date specified in such Assignment and Acceptance, the Letter of Credit Administrative Agent shall make all payments hereunder and under the Letter of Credit Advance Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations interest hereunder shall be computed by the Letter of interest based Credit Administrative Agent on the Base basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, (i) during each Alternate Rate Period, for each day that an alternative basis interest rate is determined pursuant to Section 2.07(c) and of facility fees and utilization fees (or amounts in lieu thereof) such alternative basis interest rate is based upon the Prime Rate as contemplated therein, interest shall be made by the Administrative Agent computed on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the basis of a year of 360 days, in each case paid for the actual number of days elapsed (including the first day but excluding the last day) occurring in and (ii) all computations of interest based on the period Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and paid for which such interest or fees are payablethe actual number of days elapsed (including the first day but excluding the last day). Each determination by the Letter of Credit Administrative Agent (or, in the case of Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of illegality or taxes hereunder shall be conclusive and binding for all purposes if made reasonably and in good faithpurposes, absent manifest error. (c) Whenever any payment hereunder or under the Letter of Credit Advance Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility feesfee, as the case may be; provided, howeverprovided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Letter of Credit Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders hereunder that the Borrower Company will not make such payment in full, the Letter of Credit Administrative Agent may assume that the Borrower Company has made such payment in full to the Letter of Credit Administrative Agent on such date and the Letter of Credit Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower Company shall not have so made such payment in full to the Letter of Credit Administrative Agent, each Lender shall repay to the Letter of Credit Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Letter of Credit Administrative Agent, at a rate equal to the Effective Federal Funds Rate for such dayRate.