Common use of Allocation of Payments Before Event of Default Clause in Contracts

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata by the Lenders according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Loan Agreement or any Revolving Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5Borrowers under this Agreement, second, to interest then due and owing hereunder and under the Revolving Notes and, third, to principal then due and owing hereunder and under the Revolving Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees)owing. Each optional prepayment payment (other than prepayments) by the Borrowers on account of principal of and interest on the Loans shall be applied to such Loans in accordance with the terms of Section 2.7(a); provided2.06(b) hereof. Except to the extent provided in Section 2.03, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.06(b). All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b2.12(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on Section 9.2 signature page hereto in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each ---------------------------------------------- borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective --- ---- Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees ----- then due and owing by the Borrower pursuant to Section 2.52.6, second, to ------ interest then due and owing hereunder and under the Notes and, third, ----- to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.6 shall be made pro rata in accordance with the respective amounts due and owing --- ---- (except as to the Fronting Fees, the Issuing Lender Fees and the Issuing Lender Administrative Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Term Loans shall be applied to such Loans as directed by the Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.8(a); provided, -------- that prepayments made pursuant to Section 2.15 2.16 shall be applied in accordance with such Sectionsection. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b2.19(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each Except as otherwise expressly provided herein, each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.2, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.2 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees)owing. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.4(a); provided, provided that prepayments made pursuant to Section 2.15 2.12 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.4(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. p.m. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that except for the principal of, and interest on, any Revolving Loan denominated in any an Alternative Currency (except as otherwise provided in Section 2.9)Currency, breakage costs relating torelating, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any in an Alternative Currency, shall only be which are payable in such Alternative Currency. In additionIf the Borrower shall fail to pay any principal of any Revolving Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the cash collateralization unpaid portion of outstanding Letters of Credit such Revolving Loan shall, if such Revolving Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination; and if the Borrower shall fail to pay any Alternative Currency interest on any Revolving Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (when required under this Credit Agreementor, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) shall be in an amount equal to the Dollar Equivalent thereof on the date of such Alternative Currencyredenomination. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.6, second, except as set forth in Section 2.8(a), to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Tranche B Term Loan shall be applied to such Loans as directed by the Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.8(a); provided, that prepayments made pursuant to Section 2.15 2.17 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.6, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each payment (other than prepayments) by Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan shall be applied to such Loans as directed by Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.8(a); provided, provided that prepayments made pursuant to Section 2.15 2.17 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on Section 9.2 10.8 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.3, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.3 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans shall be applied to such Loans as directed by the Borrower or otherwise applied in accordance with the terms of Section 2.5(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.5(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.5(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 2:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.6, second, except as set forth in Section 2.8(a), to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.6 shall be made pro rata in accordance with the 45 respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Tranche B Term Loan shall be applied to such Loans as directed by the Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.8(a); provided, that prepayments made pursuant to Section 2.15 2.17 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied as otherwise set forth in this Agreement and then shall be applied, first, to any fees fees, costs or expenses then due and owing by the Borrower pursuant to Section 2.5Sections 2.3, 2.13 and 9.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.3 (other than the Administrative Agent fee referred to in Section 2.3(a)) shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees)owing. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.4(a); provided, that prepayments made pursuant to Section 2.15 2.11 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.4(c). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b2.14(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on in Section 9.2 in immediately available funds not later than 1:00 2:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. Without limitation of the foregoing, the Lenders acknowledge and agree (x) the Borrower may Repurchase Loans from time to time on a non-pro rata basis to the extent permitted by Sections 2.4(d) and 6.12 and (y) subsequent payments of the Loans will be applied to reflect any such prior non pro rata Repurchases pursuant to Section 6.12.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.6, second, except as set forth in Section 2.8(a), to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Tranche B Term Loan shall be applied to such Loans as directed by the Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.8(a); provided, that prepayments made pursuant to Section 2.15 2.17 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to 42 Table of Contents the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on in Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that except for the principal of, and interest on, any Revolving Loan denominated in any an Alternative Currency (except as otherwise provided in Section 2.9)Lending Currency, breakage costs relating tothereto, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any in an Alternative Lending Currency, shall only be which are payable in such Alternative Lending Currency, or in Dollars as provided in Sections 2.3 and 2.4. In additionIf the Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the cash collateralization unpaid portion of outstanding Letters of Credit such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination; and if the Borrower shall fail to pay any Alternative Currency interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (when required under this Credit Agreementor, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) shall be in an amount equal to the Dollar Equivalent thereof on the date of such Alternative Currencyredenomination. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Index Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR an Index Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.2, second, to interest then due and owing hereunder and or under the Notes any Note and, third, to principal then due and owing hereunder and or under the Notesany Note. Each payment on account of any fees pursuant to Section 2.5 2.2 shall be made pro rata in accordance with the respective amounts due and owing owing. Each payment (except other than prepayments) by the Borrower on account of principal of and interest on the Loans shall be applied to such Loans as to directed by the Fronting Fees and Borrower or otherwise applied in accordance with the Issuing Lender Fees)terms of Section 2.4(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.4(a); provided, that prepayments made pursuant to Section 2.15 2.11 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.4(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b2.14(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR the Eurodollar Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR an Eurodollar Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.52.6, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each payment (other than prepayments) by Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan shall be applied to such Loans as directed by Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.8(a); provided, that prepayments made pursuant to Section 2.15 2.17 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on Section 9.2 10.8 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata by the Lenders according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Revolving Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5under this Agreement, second, to interest then due and owing hereunder and under the Revolving Notes and, third, to principal then due and owing hereunder and under the Revolving Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees)owing. Each optional prepayment payment (other than prepayments) by the Borrower on account of principal of and interest on the Loans shall be applied to such Loans in accordance with the terms of Section 2.7(a); provided2.06(b) hereof. Except to the extent provided in Section 2.03, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.06(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b2.12(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on Section 9.2 signature page hereto in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders; provided, however, that, notwithstanding the foregoing, (i) any Commitment reduction pursuant to Section 2.6(b)(ii)(a) shall be pro rata among the Non-Extending Lenders (based on the aggregate Commitments of the Non-Extending Lenders at such time), (ii) any Commitment reduction pursuant to Section 2.6(b)(ii)(b) shall be pro rata among the applicable Class of Lenders (based on the aggregate Commitments of such Class of Lenders at such time) and (iii) any Commitment reduction pursuant to Section 2.6(b)(ii)(c) shall be pro rata among the Extending Lenders (based on the aggregate Commitments of the Extending Lenders at such time). Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders; provided, however, that, notwithstanding the foregoing, (i) any Commitment reduction pursuant to Section 2.6(b)(ii)(a) shall be pro rata among the Non-Extending Lenders (based on the aggregate Commitments of the Non-Extending Lenders at such time), (ii) any Commitment reduction pursuant to Section 2.6(b)(ii)(b) shall be pro rata among the Extending Lenders (based on the aggregate Commitments of the Extending Lenders at such time) and (iii) any Commitment reduction pursuant to Section 2.6(b)(ii)(c) shall be pro rata among the Extending Lenders (based on the aggregate Commitments of the Extending Lenders at such time). Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied as otherwise set forth in this Agreement and then shall be applied, first, to any fees fees, costs or expenses then due and owing by the Borrower pursuant to Section 2.5Sections 2.3, 2.13 and 9.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 2.3 (other than the Administrative Agent fee referred to in Section 2.3(a)) shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees)owing. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a2.4(a); provided, provided that prepayments made pursuant to Section 2.15 2.11 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b2.4(c). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b2.14(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on in Section 9.2 in immediately available funds not later than 1:00 2:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that the principal of, and interest on, any Revolving Loan denominated in any Alternative Currency (except as otherwise provided in Section 2.9), breakage costs relating to, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any Alternative Currency, shall only be payable in such Alternative Currency. In addition, the cash collateralization of outstanding Letters of Credit denominated in any Alternative Currency (when required under this Credit Agreement) shall be in such Alternative Currency. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. Without limitation of the foregoing, the Lenders acknowledge and agree (x) the Borrower may Repurchase Loans from time to time on a non-pro rata basis to the extent permitted by Sections 2.4(d) and 6.12 and (y) subsequent payments of the Loans will be applied to reflect any such prior non pro rata Repurchases pursuant to Section 6.12.

Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s 's office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. All amounts owing under this Credit Agreement are payable in Dollars; provided, however, that except for the principal of, and interest on, any Revolving Loan denominated in any an Alternative Currency (except as otherwise provided in Section 2.9)Lending Currency, breakage costs relating torelating, and participations in, and reimbursements of drawings under Letters of Credit denominated in, any in an Alternative Lending Currency, shall only be which are payable in such Alternative Lending Currency. In additionIf the Borrower shall fail to pay any principal of any Revolving Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the cash collateralization unpaid portion of outstanding Letters of Credit such Revolving Loan shall, if such Revolving Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination; and if the Borrower shall fail to pay any Alternative Currency interest on any Revolving Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (when required under this Credit Agreementor, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) shall be in an amount equal to the Dollar Equivalent thereof on the date of such Alternative Currencyredenomination. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EURIBOR/the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a EURIBOR/LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.