Common use of Payments Computations Clause in Contracts

Payments Computations. (a) The Issuer will make each cash payment under this Agreement and the Notes not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, and freely transferable to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Note Account on the next succeeding Business Day. All payments shall be made by the Issuer without set-off, counterclaim, deduction or other defense to the Agent and the Holders. Except as provided in Section 4.02(b), after receipt of any cash payment, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Holders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Holder to such Holder, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and the Issuer hereby authorize the Agent to, and the Agent may, from time to time, charge the Note Account of the Issuer with any amount due and payable by the Issuer under any Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion. Whenever any payment to be made under any such Note Document 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 interest or fees, as the case may be. (b) All computations of interest and fees shall be made by the Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by the Agent of an interest rate, interest amount or fees payable hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments Computations. (a) The Issuer will make each cash payment under this Agreement and the Notes not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, and freely transferable to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Note Account on the next succeeding Business Day. All payments shall be made by the Issuer without set-off, counterclaim, deduction or other defense to the Agent and the Holders. Except as provided in Section 4.02(b), after receipt of any cash paymentreceipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Holders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Holder to such Holder, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and the Issuer hereby authorize the Agent to, and the Agent may, from time to time, charge the Note Account of the Issuer with any amount due and payable by the Issuer under any Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion. Whenever any payment to be made under any such Note Document 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 interest or fees, as the case may be. (b) . All computations of interest and fees shall be made by the Agent on the basis of a year of 360 days with twelve 30-for the actual number of days (including the first day monthsbut excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent of an interest rate, interest amount rate or fees payable hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments Computations. (a) The Issuer will make each cash payment under this Agreement and the Sellers’ Secured Notes not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, and freely transferable to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Sellers’ Secured Note Account on the next succeeding Business Day. All payments shall be made by the Issuer without set-off, counterclaim, deduction or other defense to the Agent and the Holders. Except as provided in Section 4.02(b)) and as provided in the Intercreditor Agreements, after receipt of any cash payment, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Holders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Holder to such Holder, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and the Issuer hereby authorize the Agent to, and the Agent may, from time to time, charge the Sellers’ Secured Note Account of the Issuer with any amount due and payable by the Issuer under any Sellers’ Secured Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Sellers’ Secured Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Sellers’ Secured Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Sellers’ Secured Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion. Whenever any payment to be made under any such Sellers’ Secured Note Document 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 interest or fees, as the case may be. (b) All computations of interest and fees shall be made by the Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by the Agent of an interest rate, interest amount or fees payable hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments Computations. (a) The Issuer will Company shall make each cash payment of principal and interest under this Agreement and the Notes Securities, irrespective of any right of counterclaim or set-off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due, due in lawful money of U.S. dollars to the United States of America and Indenture Trustee at the Indenture Trustee's Account by wire transfer in immediately available same day funds, and freely transferable to the Agent’s Account. All with payments being received by the Agent Indenture Trustee after 12:00 noon (New York City time) on any Business Day will be credited such time being deemed to the Note Account have been received on the next succeeding Business Day. All payments shall be made by the Issuer without set-off, counterclaim, deduction or other defense to the Agent and the Holders. Except as provided in Section 4.02(b), after receipt of any cash payment, the Agent The Indenture Trustee will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal ratably to each Holder specified in the Holders in accordance with their Pro Rata Shares and like funds relating Security Register on such date for such payment for its account to the payment of any other amount payable to any Holder to such Holderits Notice Address, in each case to be applied in accordance with the terms of this AgreementIndenture, provided that not later than 5:00 P.M. (New York City time). (b) The Company hereby authorizes each Holder and each of its Affiliates, if and to the Agent will cause extent payment owed to be distributed all interest and fees received from or for such Holder is not made when due hereunder or, in the account case of a Holder, under the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and the Issuer hereby authorize the Agent toSecurity held by such Holder, and the Agent may, to charge from time to time, charge to the Note Account fullest extent permitted by law, against any or all of the Issuer Company's accounts with such Holder or such Affiliate any amount due and payable so due. (c) All computations of interest based on the Fixed Rate shall be made by the Issuer under any Note DocumentIndenture Trustee 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 shall be made by the Indenture Trustee on the basis of a year of 360 days consisting of twelve months of 30 days each, 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, fees or commissions are payable. Each determination by the Indenture Trustee of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether an interest rate, fee or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer commission hereunder shall be deemed an Obligation under this Agreement conclusive and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion. binding for all purposes, absent manifest error. (d) Whenever any payment to be made hereunder or under any such Note Document the Securities 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 Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may bepayment of interest. (be) All computations Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and fees shall be made unpaid, and to accrue, which were carried by the Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by the Agent of an interest rate, interest amount or fees payable hereunder shall be conclusive and binding for all purposes in the absence of manifest errorsuch other Security.

Payments Computations. (a) The Issuer will make each cash payment under Unless otherwise expressly provided ---------------------- in this Agreement, all payments by the Borrower pursuant to this Agreement and the Notes not later than 12:00 noon (New York City time) on the day when dueor any other Loan Document, whether in lawful money respect of the United States of America and in immediately available fundsprincipal or interest, and freely transferable to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Note Account on the next succeeding Business Day. All payments shall be made by the Issuer Borrower to the Agent at the Agent's Account without set-off, deduction, or counterclaim, deduction not later than 1:00 P.M., New York time, on the date due, in same day or other defense immediately available funds. Funds received after that time shall be deemed to have been received by the Agent and Bank on the Holdersnext following Business Day. Except as provided in Section 4.02(b), after receipt of any cash payment, the The 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 Sections 3.9, 4.4 or 4.5) to the Holders in accordance with Banks for the account of their Pro Rata Shares respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Holder Bank to such HolderBank 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 Bank becoming a Bank hereunder as a result of a Commitment Increase pursuant to Section 2.5, provided that and upon the Agent's receipt of such Bank'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 will cause shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to be distributed the Assuming Bank. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.11(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the 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. All interest and fees received from or for shall be computed on the account basis of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and actual number of days (including the Issuer hereby authorize first day but excluding the Agent to, and last day) occurring during the Agent may, from time to time, charge the Note Account period for which fee is payable over a year comprised of the Issuer with any amount due and payable by the Issuer under any Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion360 days. Whenever any payment to be made under any such Note Document shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term --------- "Interest Period" with respect to payments then due of principal of or interest --------------- on any Loan being maintained as LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or feescomputing interest, as the case may beif any, in connection with such payment. (b) All computations of interest and fees Unless the Agent shall be have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made by such payment in full to the Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by such date and the Agent of may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest ratethereon, interest for each day from the date such amount or fees payable hereunder shall be conclusive and binding for all purposes in is distributed to such Bank until the absence of manifest errordate such Bank repays such amount to the Agent, at the Federal Funds Rate.

Payments Computations. (a) The Issuer will make each cash Payments by the Borrower. Each payment under this Agreement of principal of and ------------------------ interest on Loans, LOC Obligations and fees hereunder (other than fees payable directly to the Notes Issuing Lenders) shall be paid not later than 12:00 noon 3:00 P.M. (New York City timelocal time in Charlotte, North Carolina) on the day date when due, in lawful money of the United States of America and in Federal or other funds immediately available fundsin Charlotte, and freely transferable North Carolina, to the Agent’s AccountAdministrative Agent at its Agency Services Address. All payments received Each such payment shall be made irrespective of any set-off, counterclaim or defense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against the Administrative Agent or any Lender. Payments received after 12:00 noon 3:00 P.M. (New York City timelocal time in Charlotte, North Carolina) shall be deemed to have been received on the next Business Day. The Borrower shall, at the time it makes any Business Day will be credited payments under this Agreement, specify to the Note Account Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 3.12, distribute such payment to the Lenders in ------------ such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the date of receipt thereof, if such payment is received prior to 1:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. All payments shall be made by the Issuer without set-off, counterclaim, deduction or other defense to the Agent and the Holders. Except as provided in Section 4.02(b), after receipt of any cash payment, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Holders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Holder to such Holder, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and the Issuer hereby authorize the Agent to, and the Agent may, from time to time, charge the Note Account of the Issuer with any amount due and payable by the Issuer under any Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion. Whenever any payment to be made under any such Note Document hereunder shall be stated to be due on a day other than which is not a Business Day, such the date for payment thereof shall be made on extended to the next succeeding Business Day and such extension of time shall in such case be included unless (in the computation case of interest or feesEurodollar Loans) such Business Day falls in another calendar month, as in which case the case may be. (b) All computations of interest and fees date for payment thereof shall be made the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and directs the Administrative Agent to debit any account maintained by the Borrower with the Administrative Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by the Agent of an interest rate, interest amount or fees payable hereunder shall to pay when due any amounts required to be conclusive and binding for all purposes in the absence of manifest errorpaid from time to time under this Agreement.

Payments Computations. (a) The Issuer will make each cash payment under Unless otherwise expressly ---------------------- provided in this Agreement, all payments by the Borrower pursuant to this Agreement and the Notes not later than 12:00 noon (New York City time) on the day when dueor any other Loan Document, whether in lawful money respect of the United States of America and in immediately available fundsprincipal or interest, and freely transferable to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Note Account on the next succeeding Business Day. All payments shall be made by the Issuer Borrower to the Agent at the Agent's Account without set-off, deduction, or counterclaim, deduction not later than 1:00 P.M., New York time, on the date due, in same day or other defense immediately available funds. Funds received after that time shall be deemed to have been received by the Agent and Bank on the Holdersnext following Business Day. Except as provided in Section 4.02(b), after receipt of any cash payment, the The 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 Sections 3.9, 4.4 or 4.5) to the Holders in accordance with Banks for the account of their Pro Rata Shares respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Holder Bank to such HolderBank 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 Bank becoming a Bank hereunder as a result of a Commitment Increase pursuant to Section 2.5, provided that and upon the Agent's receipt of such Bank'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 will cause shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to be distributed the Assuming Bank. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.11(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the 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. All interest and fees received from or for shall be computed on the account basis of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and actual number of days (including the Issuer hereby authorize first day but excluding the Agent to, and last day) occurring during the Agent may, from time to time, charge the Note Account period for which fee is payable over a year comprised of the Issuer with any amount due and payable by the Issuer under any Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion360 days. Whenever any payment to be made under any such Note Document shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition ---------- of the term "Interest Period" with respect to payments then due of principal of --------------- or interest on any Loan being maintained as LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or feescomputing interest, as the case may beif any, in connection with such payment. (b) All computations of interest and fees Unless the Agent shall be have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made by such payment in full to the Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by such date and the Agent of may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest ratethereon, interest for each day from the date such amount or fees payable hereunder shall be conclusive and binding for all purposes in is distributed to such Bank until the absence of manifest errordate such Bank repays such amount to the Agent, at the Federal Funds Rate.

Payments Computations. (a) The Issuer will make each cash Lender shall retain records of the advancing of the Loan and all payments of principal and interest thereon, but the failure of Lender to do so shall not relieve Borrower of its liability for the payment thereof. Such records shall be conclusive and binding regarding the outstanding principal amount of the Loan and the accrued but unpaid interest thereon, absent manifest error. (b) All payments made by or on behalf of Borrower under this Agreement and the Note shall be made by wire transfer in immediately available funds before 2:00 p.m. (Houston, Texas Time) on the date such payment is required to be made to the account directed by Lender from time to time in writing. Any payment received by Lender after such time shall be considered for all purposes, including the calculation of interest, as having been made on the next following Business Day. All payments required to be made by Borrower shall be made without any counterclaim, offset, abatement, withholding, or reduction whatsoever. (c) Whenever any payment under this Agreement and the Notes not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, and freely transferable to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Note Account on the next succeeding Business Day. All payments shall be made by the Issuer without set-off, counterclaim, deduction or other defense to the Agent and the Holders. Except as provided in Section 4.02(b), after receipt of any cash payment, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Holders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Holder to such Holder, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and the Issuer hereby authorize the Agent to, and the Agent may, from time to time, charge the Note Account of the Issuer with any amount due and payable by the Issuer under any Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion. Whenever any payment to be made under any such Note Document 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 Day. In either case, such extension of time shall in such case be included in the computation of interest or the payment of interest, fees, as or such other amount due on the case may beoutstanding amount. If the time for payment for an amount payable is not specified under this Agreement or the Note, the payment shall be due and payable ten (10) days after the date on which Lender demands payment therefor. (bd) All computations If the method of computing any interest and or fees is not otherwise set forth in this Agreement or the Note, such interest shall be made by computed based upon the Agent applicable per annum rate set forth in this Agreement or the Note computed on the basis of a 360 day year for the actual number of 360 days with twelve 30-day months. Each determination by elapsed. (e) In the Agent event Borrower shall fail to make or cause to be made any of the payments required under the foregoing provisions of this Section, the amount not so paid shall continue as an obligation of Borrower until the amount not so paid shall have been fully paid, and shall continue to bear interest rate, interest amount at the rate per annum previously accruing or fees payable hereunder shall be conclusive and binding for all purposes in at the absence of manifest errorDefault Rate.

Payments Computations. (a) The Issuer will make each cash payment under this Agreement and Unless otherwise expressly provided herein, all payments by the Notes Borrower pursuant to any Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive --- ---- such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 12:00 noon (New York City 11:00 A.M., San Francisco time) , on the day when date due, in lawful money Same Day Funds, to Bank of America, N.A., 000 Xxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Credit Services- Agency, ABA #000000000, Account No.: 1292000883, Reference: Edison Mission Energy, or such account as the Administrative Agent shall specify from time to time by notice to the Borrower; provided that such payment shall be deemed made -------- timely if made by wire transfer and by such time as an Authorized Representative has advised the Administrative Agent of the United States of America and in immediately available funds, and freely transferable applicable Federal Reserve System wire transfer confirmation number. Funds received after that time shall be deemed to the Agent’s Account. All payments have been received by the Administrative Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Note Account on the next succeeding Business Day. All The Administrative Agent shall promptly remit in Same Day Funds to each Lender its share, if any, of such payments shall be made received by the Issuer without set-off, counterclaim, deduction or other defense to the Administrative Agent and the Holders. Except as provided in Section 4.02(b), after receipt of any cash payment, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Holders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Holder to such Holder, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of such Lender. (b) Unless the Issuer Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not less than once each month intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in Same Day Funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and (ii) if any event Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not more than ten Business Days after receipt thereof. The Holders and pay such corresponding amount forthwith upon the Issuer hereby authorize Administrative Agent's demand therefor, the Administrative Agent topromptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent may, from time to time, charge the Note Account of the Issuer with any extent such amount due and payable was received by the Issuer under any Note DocumentBorrower. Each The Administrative Agent also shall be entitled to recover interest on such corresponding amount in respect of each day from the Holders and date such corresponding amount was made available by the Issuer agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) if such corresponding amount is recovered from such Lender, at a rate per annum equal to the daily Federal Funds Rate or (B) if such corresponding amount is recovered from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing; provided, however, that in no event -------- ------- shall the Administrative Agent be entitled to a double recovery of the Issuer such interest or such corresponding amount. Nothing herein shall be deemed an Obligation under this Agreement to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (c) All interest and fees shall bear interest as provided hereunder as if it had originally been part be computed on the basis of the outstanding principal actual number of days (including the Notes. The Holders and first day but excluding the Issuer confirm that any charges last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the Agent may so make to the Note Account case of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretioninterest on a Base Rate Loan, 365 days or, if appropriate, 366 days). Whenever any payment to be made under any such Note Document shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term "Interest Period" ---------- --------------- with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of computing interest or and fees, as the case may beif any, in connection with such payment. (b) All computations of interest and fees shall be made by the Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by the Agent of an interest rate, interest amount or fees payable hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments Computations. (a) The Issuer will make each cash payment under Unless otherwise expressly provided ---------------------- in this Agreement, all payments by the Borrower pursuant to this Agreement and the Notes not later than 12:00 noon (New York City time) on the day when dueor any other Loan Document, whether in lawful money respect of the United States of America and in immediately available fundsprincipal or interest, and freely transferable to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Note Account on the next succeeding Business Day. All payments shall be made by the Issuer Borrower to the Agent at the Agent's Account without set-off, deduction, or counterclaim, deduction not later than 1:00 P.M., New York time, on the date due, in same day or other defense immediately available funds. Funds received after that time shall be deemed to have been received by the Agent and Bank on the Holdersnext following Business Day. Except as provided in Section 4.02(b), after receipt of any cash payment, the The 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 Sections 3.9, 4.4 or 4.5) to the Holders in accordance with Banks for the account of their Pro Rata Shares respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Holder Bank to such HolderBank 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 Bank becoming a Bank hereunder as a result of a Commitment Increase pursuant to Section 2.5, provided that and upon the Agent's receipt of such Bank'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 will cause shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to be distributed the Assuming Bank. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.11(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the 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. All interest and fees received from or for shall be computed on the account basis of the Issuer not less than once each month and in any event not more than ten Business Days after receipt thereof. The Holders and actual number of days (including the Issuer hereby authorize first day but excluding the Agent to, and last day) occurring during the Agent may, from time to time, charge the Note Account period for which fee is payable over a year comprised of the Issuer with any amount due and payable by the Issuer under any Note Document. Each of the Holders and the Issuer agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account of the Issuer shall be deemed an Obligation under this Agreement and shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the Notes. The Holders and the Issuer confirm that any charges which the Agent may so make to the Note Account of the Issuer as herein provided will be made as an accommodation to the Issuer and solely at the Agent’s discretion360 days. Whenever any payment to be made under any such Note Document shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term ------ "Interest Period" with respect to payments then due of principal of or interest --------------- on any Loan being maintained as LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or feescomputing interest, as the case may beif any, in connection with such payment. (b) All computations of interest and fees Unless the Agent shall be have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made by such payment in full to the Agent on the basis of a year of 360 days with twelve 30-day months. Each determination by such date and the Agent of may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest ratethereon, interest for each day from the date such amount or fees payable hereunder shall be conclusive and binding for all purposes in is distributed to such Bank until the absence of manifest errordate such Bank repays such amount to the Agent, at the Federal Funds Rate.