Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20 or 9.21, each borrowing by a the Borrower from of Loans hereunder, each payment or prepayment of principal in respect of any Loans hereunder, each payment of commitment fees pursuant to this Agreement, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion or continuation of any borrowing of Loans hereunder shall be allocated pro rata among the Lenders hereunder in accordance with their respective applicable Commitments (except or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans); provided that the foregoing provisions of this Section 2.16(a) shall not be construed to apply to any payment obtained by a Lender as set forth consideration for the assignment of or sale of a participation in any of its Loans or Commitments to any assignee or participant, other than to the Borrower or any of its Subsidiaries or Affiliates (unless made in accordance with Section 2.2(b9.6(i) hereto) (as to which the foregoing provisions of this Section 2.16(a) shall apply)) , made pursuant to and in accordance with the express provisions of this Agreement. Each Lender agrees that in computing such Lender’s portion of any borrowing of Loans to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such borrowing of Loans to the next higher or lower whole Dollar amount. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made pro rata according to the respective Commitment Percentages Issuing Lender that issued such Letter of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder 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 extensionCredit.

Pro Rata Treatment and Payments. (a) Each Except as provided in subsection 2.18, each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments, Term Loan I Commitments or Term Loan II Commitments of the Lenders shall be made pro rata according to among the Lenders based on their respective Commitment Percentages of Revolving Credit Commitments, Term Loan I Commitments or Term Loan II Commitments, as the Lenderscase may be. Each payment by a the Borrower on account of any Commitment Fee commitment fee hereunder shall be made distributed pro rata according to among the Lenders based on (i) their respective Available Commitments of for each day during the Lendersperiod for which such payment is made and (iii) the Commitment Fee Rate in effect on each such day. Each Except as provided in subsection 2.17(b) or 2.18, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans, Tranche I Term Loans or Tranche II Term Loans shall be made pro rata among the Lenders according to the respective outstanding principal amounts of the Revolving Credit Loans, Tranche I Term Loans of such Borrower or Tranche II Term Loans then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees interest or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2's Account, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment (including any prepayment) hereunder 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.

Pro Rata Treatment and Payments. (a) Each Except as expressly otherwise provided herein, each borrowing of Revolving Credit Loans (other than Swingline Loans) by a Borrower any of the applicable Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages made, each payment by any of the Lenders that are obligated to lend to such Borrower Borrowers on account of any commitment fee in respect of the Commitments hereunder shall be allocated by the Administrative Agent and any reduction of the Commitments of the Lenders Lenders, as applicable, shall be made allocated by the Administrative Agent in each case pro rata according to the respective Commitment Percentages Percentage of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Except as expressly otherwise provided herein, each payment (including each prepayment) by a Borrower any of the applicable Borrowers on account of principal of and interest on the any Revolving Credit Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Revolving Credit Loans of such Borrower then held by the relevant Revolving Credit Lenders. All payments (including prepayments) to be made by a Borrower any of the Borrowers hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no later than 12:00 Noon such time is expressly required, prior to 2:00 p.m., New York City time), on the due date thereof to the Administrative Agent, Agent for the account of the Lenders holding the relevant Loans, the Lenders, the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative Agent’s office specified in Section 9.2Subsection 11.2, in Dollars, or, in the case of Loans outstanding in any Designated Foreign Currency and L/C Obligations in any Designated Foreign Currency, such Designated Foreign Currency and, whether in Dollars or any Designated Foreign Currency, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted funds. Payments received by this Agreement)the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such Lenders or Other Representatives, as the Lenders promptly upon receipt case may be, if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as the case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans or BA Equivalent Loans) becomes due and payable on a day other than a Business Day, the maturity of 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 Eurodollar Loan or BA Equivalent Loan becomes due and payable on a day other than a Business Day, the maturity of 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) 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. This Subsection 4.8(a) may be amended to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders’ respective Commitment Percentages of the LendersPercentages. Each payment (including each prepayment) by a Borrower on account of any Commitment Fee hereunder principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective Available Commitments outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Eurodollar Loans or EURIBOR Loans designated by a Borrower to be applied to a particular Eurodollar Tranche or EURIBOR Tranche, respectively, shall be made pro rata according to the respective outstanding principal amounts of the such Eurodollar Loans or EURIBOR Loans of such Borrower Tranche then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to (i) 12:00 Noon Noon, New York City time, in respect of payments of principal or interest relating to Revolving Credit Loans made in the New York Funding Office and (ii) 12:00 Noon, London time, in respect of Revolving Credit Loans made in the Euro Funding Office, in each case, on the due date thereof to the Administrative Agent, for the account of the Lenders, at and (x) in the Administrative Agent’s office specified case of any payment of principal received, in Section 9.2the currency in which such Revolving Credit Loan is denominated, (y) in case of payment of interest, in the same currency as the underlying Revolving Credit Loan from which such interest has accrued, and (z) in the case of payment of fees or otherwise, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or EURIBOR 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 Eurodollar Loan or EURIBOR 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment, but excluding payments made pursuant to subsections 2.6, 2.7, 3.4(j), 3.13, 10.1(f) or 10.6)) by a the Borrower on account of principal of and interest on any Loans of a given Tranche (other than (x) any payments pursuant to subsection 3.4(b) or (c) to the Loans extent declined by any Lender in accordance with subsection 3.4(e) and (y) any payments pursuant to subsection 3.4(i) which shall be made allocated as set forth in subsection 3.4(i)) shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lendersrespective Lenders (or as otherwise provided in the applicable Incremental Commitment Amendment or Extension Amendment). All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set-off or counterclaim and shall be made prior to 1:00 p.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders holding the relevant Loans at the Administrative Agent’s office specified in Section 9.2subsection 10.2, and shall be made in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted funds. Payments received by this Agreement)the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt such Lenders, if any such payment is received prior to 1:00 p.m., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of 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 Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity of 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) 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. This subsection 3.8 may be amended in accordance with subsection 10.1(e) to the extent necessary to reflect differing amounts payable and priorities of payments to Lenders under any new Tranches added pursuant to subsection 2.5 or 2.7, as applicable.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) Banks hereunder, each payment by the Borrower of any facility, utilization or other fee hereunder, and any reduction of the Commitments of the Banks shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the LendersBanks. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the LendersBanks. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lendersappropriate Banks, at the Administrative Agent’s 's office specified in Section subsection 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders such Banks promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Loans or LIBOR Bid 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 LIBOR Loan or LIBOR Bid Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders’ respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the LendersPercentages. Each payment (including each prepaymentprepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans of such Borrower or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.211.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive 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 Eurodollar Loan or an Index Rate Competitive 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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. The provisions of this Section 2.15(a) shall, to the extent applicable, be subject to the procedures set forth in Section 2.21.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim. All payments (including prepayments) to be made by the Borrowers, as applicable, hereunder with respect to the U.S. Facilities whether on account of principal, interest, fees or otherwise shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-offfunds. Any payment made by the Borrowers after 12:00 Noon, counterclaim or deduction of New York City time, on any kind (other than deductions expressly permitted by this Agreement)Business Day shall be deemed to have been made on the next following Business Day. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. All payments (including prepayments) to be made by each of the Canadian Borrower and the U.S. Borrower hereunder with respect to the Canadian Revolving Loans, whether on account of principal, interest, fees or otherwise, shall be made prior to 12:00 Noon, Toronto time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Canadian Payment Office, in Canadian Dollars or Dollars (as applicable) and in immediately available funds. Any payment made by the Canadian Borrower or the U.S. Borrower after 12:00 Noon, Toronto time, on any Business Day shall be deemed to have been made on the next following Business Day. The Administrative Agent shall distribute such payments to the relevant Canadian Revolving Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans and BA 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. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe 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, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a BA Rate Loan becomes due and payable on a day other than a Business Day, such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that in the currency in which such amount is denominated and in such funds as are obligated customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in such Foreign Currency. Each payment under this Credit Agreement or any Note shall be applied (i) first, to lend any Fees then due and owing, (ii) second, to such interest then due and owing in respect of the Loans (whether or not evidenced by Notes) of the Borrower and any reduction (iii) third, to principal then due and owing hereunder and under the Loans (whether or not evidenced by Notes) of the Commitments Borrower. Each payment on account of the Lenders Facility Fees and the Letter of Credit Fees shall be made pro rata according to in accordance with the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Loans shall be applied in accordance with Section 2.8. The obligation of the Borrower to make each payment on account of such Borrower then held amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result in the actual receipt by the LendersAdministrative Agent of the full amount in the appropriate currency payable hereunder. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office Office specified in Section 9.2, 10.2 and (i) in the case of Loans or other amounts denominated in Dollars, shall be made in immediately available funds Dollars not later than 1:00 P.M. on the date when due and without set-off(ii) in the case of Loans or other amounts denominated in a Foreign Currency, counterclaim or deduction of any kind (other unless otherwise specified herein, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. 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 the Eurocurrency 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 Eurocurrency 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower of Five-Year Loans, Term Loans, New Term Loans and New Term III Loans from the Lenders hereunder, each payment by the Borrower on account of any fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according and, subject to the respective Commitment Percentages last sentence of the Lenders that are obligated to lend to such Borrower and Section 2.4, any reduction of the Five-Year Commitments of the Lenders shall be made pro rata according to the respective Five-Year Commitment Percentages Percentages, Term Percentage, New Term Percentage or New Term III Percentage, as the case may be, of the relevant Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according Subject to the respective Available Commitments last sentence of the Lenders. Each Section 2.4, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Five-Year Loans shall be made pro rata according to the respective outstanding principal amounts of the Five-Year Loans of such Borrower then held by the Five-Year Lenders. All payments (including prepayments) to be made by a Borrower Each borrowing of Five-Year Loans from the Lenders hereunder, whether each payment by the Borrower on account of principalany fee hereunder and, interestsubject to the last sentence of Section 2.4, fees or otherwise, any reduction of the Five-Year Loans of the Lenders shall be made no later than 12:00 Noon New York City time, pro rata according to the Five-Year Commitment Percentages of the relevant Lenders. Each payment by the Borrower on account of principal of and interest on any Borrowing of Competitive Loans shall be made pro rata among the Lenders participating in such Borrowing according to the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the due date thereof (i) Term Loans shall be made pro rata according to the Administrative Agentrespective outstanding principal amounts of the Term Loans then held by the Term Lenders, for (ii) New Term Loans shall be made pro rata according to the respective outstanding principal amounts of the New Term Loans then held by the New Term Lenders and (iii) New Term III Loans shall be made pro rata according to the respective outstanding principal amounts of the New Term III Loans then held by the New Term III Lenders. The amount of each principal prepayment of the (x) Term Loans shall be applied to reduce the then remaining installments of the Term Loans on a pro rata basis, (y) New Term Loans shall be applied to reduce the then remaining installments of the New Term Loans on a pro rata basis and (z) New Term III Loans shall be applied to reduce the then remaining installments of the New Term III Loans on a pro rata basis. Amounts prepaid on account of the LendersTerm Loans, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds New Term Loans and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall New Term III Loans may not 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 extensionreborrowed.

Pro Rata Treatment and Payments. (a) Each Except as expressly otherwise provided herein, each borrowing of Revolving Credit Loans (other than Swingline Loans) by a Borrower any of the applicable Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages made, each payment by any of the Lenders that are obligated to lend to such Borrower Borrowers on account of any commitment fee in respect of the Commitments hereunder shall be allocated by the Administrative Agent and any reduction of the Commitments of the Lenders Lenders, as applicable, shall be made allocated by the Administrative Agent in each case pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Except as expressly otherwise provided herein, each payment (including each prepaymentprepayment (but excluding payments made pursuant to Subsection 2.6, 2.7, 2.8, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 4.15(c) or 11.1(g))) by a Borrower any of the applicable Borrowers on account of principal of and interest on the any Revolving Credit Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Revolving Credit Loans of such Borrower then held by the relevant Revolving Credit Lenders, and each payment on account of principal of and interest on any loans made pursuant to any Tranche established after the date of this Agreement shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such Tranche) among the Lenders with Incremental Revolving Commitments in respect thereof or with participations in such Tranche (in each case subject to any limitations on non-pro rata payments otherwise provided for in Subsection 2.6(b)(i)(E) or 2.6(b)(ii)). All payments (including prepayments) to be made by a Borrower any of the Borrowers hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no later than 12:00 Noon such time is expressly required, prior to 2:00 P.M., New York City time, time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion)) on the due date thereof to the Administrative Agent, Agent for the account of the Lenders holding the relevant Loans, the Lenders, the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative Agent’s office specified in Section 9.2Subsection 11.2, in Dollars, Dollars in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted funds. Payments received by this Agreement)the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such Lenders or Other Representatives, as the Lenders promptly upon receipt case may be, if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as the case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of 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 Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity of 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) 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. This Subsection 4.8(a) may be amended in accordance with Subsection 11.1(d) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Tranches added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders’ respective Commitment Percentages of the LendersPercentages. Each payment (including each prepayment) by a Borrower on account of any Commitment Fee hereunder principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective Available Commitments outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Eurodollar Loans or EURIBOR Loans designated by a Borrower to be applied to a particular Eurodollar Tranche or EURIBOR Tranche, respectively, shall be made pro rata according to the respective outstanding principal amounts of the such Eurodollar Loans or EURIBOR Loans of such Borrower Tranche then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to (i) 12:00 Noon Noon, New York City time, in respect of payments of principal or interest relating to Revolving Credit Loans made in the New York Funding Office and (ii) 12:00 Noon, London time, in respect of Revolving Credit Loans made in the Euro Funding Office, in each case, on the due date thereof to the Administrative Agent, for the account of the Lenders, at and, (x) in the Administrative Agent’s office specified case of any payment of principal received, in Section 9.2the currency in which such Revolving Credit Loan is denominated, (y) in case of payment of interest, in the same currency as the underlying Revolving Credit Loan from which such interest has accrued, and (z) in the case of payment of fees or otherwise, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans or EURIBOR 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 Eurodollar Loan or Index Rate Competitive Loan or EURIBOR 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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. The provisions of this Section 2.15(a) shall, to the extent applicable, be subject to the procedures set forth in Section 2.21.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) Borrowing shall be made (on the Borrowing Occasion), continued, or converted pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, 12.2 in immediately available funds and without set-offfunds. It is understood that, counterclaim or deduction if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency 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 Eurocurrency 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 (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders that applicable Class. Each payment (including each prepayment) by Borrower on account of principal of and interest on Loans which are obligated Eurodollar Loans designated by Borrower to lend be applied to such Borrower and any reduction of the Commitments of the Lenders a particular Eurodollar Borrowing shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such Loans then held by the Lenders of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersapplicable Class. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans of such Borrower or participating interests therein, as the case may be, then held by the relevant Lenders. All Except as otherwise expressly provided herein, all payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent’s New York office specified in Section 9.2, 9.01 in Dollars, the currency in which the applicable obligation is denominated and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Revolving Credit Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 11.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 extensionextension and with respect to payments of fees, such fees accruing during such extension shall be payable on the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a any Borrower from of Revolving Credit Loans using the Lenders Tranche A Commitments or the Tranche B Commitments, as applicable, each payment by any Borrower on account of any fees hereunder and any reduction of the Tranche A Commitments or Tranche B Commitments (except other than pursuant to Section 10.10(a)), as set forth in Section 2.2(b)) applicable, shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a any Borrower on account of principal of and interest on the Tranche A Loans or Tranche B Loans, as applicable, shall be made pro rata according to the respective outstanding principal amounts of the such Borrower’s Tranche A Loans of such Borrower or Tranche B Loans, as applicable, then held by the LendersLenders in the currency in which such Revolving Credit Loan was made. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed Letter of Credit drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit drawings then due to such parties. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, or, if the payment is due in an Alternate Currency, local time for the principal market of such currency, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at (x) in the case of payments due in Dollars the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-off(y) in the case of payments due in an Alternate Currency, counterclaim or deduction to such office as the Administrative Agent may hereafter specify by notice to the Borrowers. It is understood that, if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency 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 Eurocurrency 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 (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim. All payments (including prepayments) to be made by the Borrowers, as applicable, hereunder with respect to the U.S. Facilities whether on account of principal, interest, fees or otherwise shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-offfunds. Any payment made by the Borrowers after 12:00 Noon, counterclaim or deduction of New York City time, on any kind (other than deductions expressly permitted by this Agreement)Business Day shall be deemed to have been made on the next following Business Day. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. All payments (including prepayments) to be made by each of the Canadian Borrower and the U.S. Borrower hereunder with respect to the Canadian Revolving Loans, whether on account of principal, interest, fees or otherwise, shall be made prior to 12:00 Noon, Toronto time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Canadian Payment Office, in Canadian Dollars or Dollars (as applicable) and in immediately available funds. Any payment made by the Canadian Borrower or the U.S. Borrower after 12:00 Noon, Toronto time, on any Business Day shall be deemed to have been made on the next following Business Day. The Administrative Agent shall distribute such payments to the relevant Canadian Revolving Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans and BA Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe 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, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a BA Loan becomes due and payable on a day other than a Business Day, such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders' Commitment Percentages. Each payment (including each prepayment) by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders that applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are obligated Eurodollar Loans designated by the Borrower to lend be applied to such Borrower and any reduction of the Commitments of the Lenders a particular Eurodollar Borrowing shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such Loans then held by the Lenders of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersapplicable Class. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans of such Borrower or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 10:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent’s 's New York office specified in Section 9.2, 10.01 in Dollars, the currency in which the applicable obligation is denominated and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing Revolving Credit Borrowing by a Borrower the Company from the Lenders Banks hereunder, each payment by the Company on account of any fee hereunder (and, except as set forth in Section 2.2(bcontemplated by subsections 2.1(c)(iii)) , 2.7(c), 2.21, 2.23 and 2.24 any reduction of the Commitments of the Banks shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Banks. Except as contemplated by subsections 2.1(c)(iii), 2.7(c), 2.21, 2.23 and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each 2.24, each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the LendersBanks. Each payment of principal of any Competitive Bid Borrowing shall be allocated pro rata among the Banks participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Bid Loans comprising such Borrowing. Each payment of interest on any Competitive Bid Borrowing shall be allocated pro rata among the Banks participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Bid Loans comprising such Borrowing. Each Bank agrees that in computing such Bank's portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Bank's percentage of such Borrowing to the next higher or lower whole dollar amount. All payments (including prepayments) to be made by a Borrower the Company hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent’s 's office specified in Section subsection 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lending Installation of the Banks promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder Lenders, each conversion of a Loan pursuant to Section 3.01(e) hereof or continuation of a Loan pursuant to Section 3.01(f) hereof, each payment by the Company on account of any fee (except as set forth in Section 2.2(b)) shall be made pro rata according other than with respect to fees which are expressly payable to the respective Commitment Percentages Administrative Agent or the Issuing Lender for its own account), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of the Lenders that are obligated Credit pursuant to lend to such Borrower Section 2.03 hereof, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Proportions of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenderseach Lender. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made no later than 12:00 Noon New York City time, on the due date thereof without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the LendersLenders (except as specified above), at the Payment Office of the Administrative Agent’s office specified Agent in Section 9.2, in Dollars, Dollars in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds by wire transfer of each Lender’s portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company’s accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company’s accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of “Interest Period”, if any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each The borrowing by a the Borrower from of Loans using the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the LendersLenders in the currency in which such Loan was made. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-offfunds. It is understood that, counterclaim or deduction if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency 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 Eurocurrency 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 (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a the Borrower from the Lenders hereunder Lenders, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the Lenders. Each account of a particular Lender under the terms of Section 2.04, Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.22, Section 10.03 or Section 10.13 shall be made for the account of such Lender (or the Swingline Lender in the case of Section 2.22), and (ii) if any Lender shall become a Defaulting Lender, from and after the date upon which such Lender shall have become a Defaulting Lender, any payment (including each prepayment) by a Borrower made on account of principal of or interest on the Loans shall be applied, first for the account of the Lenders other than the Defaulting Lender, pro rata according to the Commitments of such Lenders, until the principal of and interest on the Loans of such Lenders shall be made pro rata according to have been paid in full and, second for the respective outstanding account of such Defaulting Lender, provided that the application of such payments in accordance with this clause (ii) shall not constitute an Event of Default or a Default, and no payment of principal amounts of or interest on the Loans of such Borrower then held by Defaulting Lender shall be considered to be overdue for purposes of Section 2.10(a), if, had such payments been applied without regard to this clause (ii), no such Event of Default or Default would have occurred and no such payment of principal of or interest on the LendersLoans of such Defaulting Lender would have been overdue. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof in immediately available funds without setoff or counterclaim and shall be made to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of the Issuing Bank or the Swingline Lender, as the case may be) at the Administrative Agent’s office specified as notified to the Borrower from time to time at least five (5) Business Days before any change in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction such office. On the date of any kind (other than deductions expressly permitted by this Agreement), the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, Attention of Xxxx Xxxxxx, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment Reimbursement of all LC Disbursements 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 extensionmade as required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Revolving Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a under this Credit Agreement or any Note shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Notes of the Borrower and (iii) third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any Commitment Fee hereunder Fees pursuant to Sections 3.5(a) and (b) shall be made pro rata according to in accordance with the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than prepayments) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder. Prepayments made pursuant to Section 3.3 shall be applied in accordance with such section. Each optional prepayment on account of principal amounts of the Loans shall be applied in accordance with Section 3.3 and each mandatory prepayment on account of such Borrower then held by principal of the LendersLoans shall be applied in accordance with Section 3.3. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 3.13(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified in Section 9.2, 10.2 in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other not later than deductions expressly permitted by this Agreement)1:00 P.M. on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the applicable Borrower on account of principal of and interest on the Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment) by the applicable Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by such Borrower to be applied to a particular Eurodollar Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Borrower Loans then held by the Lenders. All payments (including prepayments) to be made by a the applicable Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 11:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s New York office specified in Section 9.2, 9.01 in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by a the Borrower pursuant to Section 2.3, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any Commitment Fee hereunder fees pursuant to Section 2.3 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Available Commitments portion of the LendersStandby Letter of Credit Fee or Trade Letter of Credit Fee retained by the applicable Issuing Lender, the Issuing Lender Fees, the Fronting Fee and fees payable to the Administrative Agent). Each payment (including each prepaymentother than prepayments) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding amounts due and owing in accordance with Section 2.5(a) hereof. Each optional prepayment on account of principal amounts of the Loans shall be applied to such of such the Loans as the Borrower then held by may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.13 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 2.5(b). All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.16(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified on Schedule 9.2 in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-offnot later than 1:00 P.M. (Charlotte, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)North Carolina time) on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder, each payment by Borrower on account of any fees hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 11.3, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 Eurodollar Loan becomes due and payable on a day other than a LIBOR Business Day, the maturity thereof shall be extended to the next succeeding LIBOR 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 LIBOR Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders that applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are obligated Eurodollar Loans designated by the Borrower to lend be applied to such Borrower and any reduction of the Commitments of the Lenders a particular Eurodollar Borrowing shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such Loans then held by the Lenders of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersapplicable Class. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans of such Borrower or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent’s New York office specified in Section 9.2, 9.01 in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as receivedreceipt. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Revolving Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a under this Credit Agreement or any Note shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Notes of the Borrower and (iii) third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any the Commitment Fee hereunder Fees or the Letter of Credit Fees shall be made pro rata according to in accordance with the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Loans of such Borrower then held by the Lendersshall be applied in accordance with Section 3.3. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 3.13(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified in Section 9.2, 11.2 in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other not later than deductions expressly permitted by this Agreement)1:00 P.M. on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (av) Each borrowing by a Borrower from Kimco of Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower Kimco on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. All payments (including prepayments) to be made by a Borrower hereunderKimco hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, time on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-offfunds. It is understood that, counterclaim or deduction if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If such amount is not made available to any Lender by the Administrative Agent on the same day received, the Administrative Agent shall pay to such Lender, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until the Administrative Agent makes such amount immediately available to such Lender. If any payment hereunder (other than payments on Eurocurrency 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 Eurocurrency 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 (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Revolving Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment --- ---- Percentages of the Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by a the Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any Commitment Fee hereunder fees pursuant to Section 2.5 shall be made pro rata according in accordance with the respective amounts due and --- ---- owing (except as to the respective Available Commitments portion of the LendersLetter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by a the Borrower on account of principal of and interest on the Revolving Loans and on the Term Loans shall be made pro rata according to the respective outstanding amounts due --- ---- and owing in accordance with Section 2.7 hereof. Each optional prepayment on account of principal amounts of the Loans shall be applied, to such of such the Loans as the Borrower then held by may designate (to be applied pro rata among the Lenders); 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 a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified on Schedule 9.2 in Section 9.2, Dollars and in Dollars, in ------------ immediately available funds and without set-offnot later than 1:00 P.M. (Charlotte, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)North Carolina time) on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each Except as provided in Section 2.3(e), each borrowing by a the Borrower from the Revolving Credit Lenders hereunder (except as set forth in Section 2.2(bother than borrowings of Swingline Loans)) shall be made pro rata according to , each payment by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower any commitment fee hereunder and any reduction of the Revolving Credit Commitments of the Revolving Credit Lenders shall be made pro rata according to the respective Commitment Percentages of the Revolving Credit Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according Subject to the respective Available Commitments of the Lenders. Each Sections 2.3(e) and 3.8(c), each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans of such Borrower then held by the Revolving Credit Lenders; provided that payments in respect of Swingline Loans that have not been refunded with Revolving Loans pursuant to Section 2.8(b) shall be for the account of the Swingline Lender only (subject to the Swingline Lender’s obligation to share with any participants in the Swingline Loans). Subject to Sections 2.3(e) and 3.8(c), each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Loan Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Appropriate Lenders at the Administrative Agent’s office specified in Section 9.2Office, in Dollars, Dollars and in immediately available funds (and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreementfunds received after that time shall be deemed to have been received on the next succeeding Business Day). The Administrative Agent shall distribute such payments to the Appropriate Lenders promptly upon receipt (and if such payment is received prior to 12:00 noon, on the same day) in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, the due date for 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 extensionextension and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be.

Pro Rata Treatment and Payments. (a) Each borrowing reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders that applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are obligated Eurocurrency Loans designated by the Borrower to lend be applied to such Borrower and any reduction of the Commitments of the Lenders a particular Eurocurrency Borrowing shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such Loans then held by the Lenders of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersapplicable Class. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans of such Borrower or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account ac- Table of Contents count of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 10:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent’s New York office specified in Section 9.2, in Dollars, 9.01 in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. 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 Eurocurrency 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 Eurocurrency 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a either Borrower from the Lenders hereunder (except as set forth in Section 2.2(bother than Swing Line Loans)) shall be made pro rata according to the respective Commitment Percentages , each payment by either Borrower on account of the Lenders that are obligated to lend to such Borrower any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment optional prepayment by a either Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on Revolving Credit Loans or the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower or the Term Loans, as the case may be, then held by the respective Lenders. Each payment (other than optional prepayments) by or on behalf of either Borrower (including any application of proceeds of collateral) on account of the principal of or interest on the Loans shall be made pro rata according to the respective amounts of such principal or interest then due and owing. All payments (including prepayments) to be made by a either Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, unless the result of such extension would be to cause such payment to be made in the succeeding calendar months, in which event such payment shall be due and payable on the immediately preceding Business Day, and, with respect to payments of principal, principal and interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder, each payment by the Company on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Credit Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of the principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower Revolving Credit Loans, respectively, then held by the Lenders. Notwithstanding any other provision of this Agreement that requires payments hereunder to be allocated to any particular category of obligations hereunder, if at any time (i) the Administrative Agent shall have received insufficient funds to pay all amounts then due and payable hereunder or (ii) the Documentation Agent shall have received written notice from the Company or any Lender than an Event of Default has occurred and is continuing, the amount of funds received shall be applied first to the payment of commitment fees and other amounts then due and payable hereunder other than fees in respect of Letters of Credit, principal and interest, and Reimbursement Obligations, pro rata in respect of all such amounts owing to each Lender, second to the payment of fees in respect of Letters of Credit and interest then due and payable hereunder, pro rata in respect of all such amounts owing to each Lender, and then to the payment of Reimbursement Obligations and all principal amounts then outstanding (whether of not due and payable) hereunder, pro rata in respect of all such amounts owing to each Lender. All payments (including prepayments) to be made by a Borrower hereunderthe Company hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City without set off or counterclaim and shall be made prior to 12:30 P.M., Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 10.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 Eurodollar 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.

Pro Rata Treatment and Payments. (a) Each The borrowing by a the Borrower from ------------------------------- the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the applicable Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal and interest amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon New York City noon, Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR 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 LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and interest shall continue to accrue thereon at the applicable rate) 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 Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing payment by a Borrower from the Lenders Company on account of any facility fee hereunder (except as set forth in Section 2.2(b)) and any reduction of the Revolving Commitments of the Banks shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders that are obligated Banks. Each disbursement of Committed Rate Loans in any Currency shall be made by the Banks holding Revolving Commitments in such Currency pro rata according to lend to the respective Revolving Borrowing Percentages of such Banks. Each payment (including each prepayment) by any Borrower on account of principal of and interest on any reduction of the Commitments of the Lenders Loans in any Currency shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Type and Currency of such Borrower then held by due and owing to the LendersBanks. All payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made no later than 12:00 Noon New York City timewithout set off or counterclaim. All payments in respect of Swing Line Loans, Committed Rate Loans or Letters of Credit in any Currency shall be made in such Currency and in immediately available funds at the Payment Office (and in the case of Swing Line Loan, to the applicable Swing Line Bank), and at or prior to the Payment Time, for such Type of Loans and such Currency, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)thereof. The Administrative Agent shall distribute such payments to the Lenders applicable Banks any payments received by the Administrative Agent promptly upon receipt in like funds as received. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder hereunder, each payment by the Borrower of any Facility Fee, Letter of Credit Participation Fee or Utilization Fee hereunder, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of principal of and interest on the Lenders that are obligated to lend to such Borrower Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according , in each case except to the respective Available Commitments extent another provision of the Lenders. Each payment (including each prepayment) by this Agreement specifies a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersdifferent treatment. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender or Swingline Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans (other than Swing Line Loans) by a Borrower the Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (except other than as set forth in Section 2.2(b)subsections 8.10 and 8.11) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments or Incremental Revolving Loan Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Percentages of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 8.6, 8.19, 8.20 and 8.21) shall be made pro rata according to the respective outstanding principal amounts relevant Commitment Percentages of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, in Dollars, lawful money of the United States of America and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall promptly distribute such payments ratably to the Lenders promptly upon receipt each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, 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 Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing prepayment by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the any Loans of any Class shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower Class then held by the Lenders entitled to such payment (subject in the case of Term B Loans to Section 2.07(e)). All repayments of principal of any Loans at stated maturity or upon acceleration shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Loans then held by the relevant Lenders. All payments of interest in respect of any Loans shall be allocated pro rata according to the outstanding interest payable then owed to the relevant Lenders. Notwithstanding the foregoing, (including prepaymentsA) any amount payable to be made by a Borrower hereunder, Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwiseotherwise but excluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 and Section 9.05) shall, shall in lieu of being distributed to such Defaulting Lender, be made no later than 12:00 Noon New York City timeretained by the Administrative Agent in a segregated interest-bearing account and, on subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the due date thereof Administrative Agent: (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder (including amounts owed under Section 2.08(b) or 9.04(c)), (2) second, to the funding of any Loan required by this Agreement, as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account as cash collateral for the account future funding obligations of the LendersDefaulting Lender under this Agreement, at (4) fourth, pro rata, to the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction payment of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments amounts owing to the Borrower or the Lenders promptly upon receipt in like funds as received. If any a result of such Defaulting Lender’s breach of its obligations under this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B) if such payment hereunder becomes due and payable on is a day other than a Business Dayprepayment of the principal amount of Loans, such payment shall be extended applied solely to prepay the Loans of all Non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied to the next succeeding Business Day, and, with respect to payments prepayment of principal, interest thereon shall be payable at the then applicable rate during such extensionany Loan of any Defaulting Lender.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Revolving Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment (other than prepayments) of principal or interest under this Agreement or any Note shall be applied pro rata, first, to any fees then due and owing by a the Borrower pursuant to Section 2.4, 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 Commitment Fee hereunder fees pursuant to Section 2.4 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Available Commitments portion of the LendersLetter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each payment (including each prepayment) by a Borrower on account optional prepayment of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts applied in accordance with Section 2.6(a) and each mandatory prepayment of the Loans of shall be applied in accordance with Section 2.6(b). Prepayments made pursuant to Section 2.14 shall be applied in accordance with such Borrower then held by the Lenderssection. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified on Schedule 9.2 in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other not later than deductions expressly permitted by this Agreement)12:00 Noon on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Revolving Credit Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.211.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 extensionextension and with respect to payments of fees, such fees accruing during such extension shall be payable on the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder Lenders, each conversion of a Revolving Credit Loan pursuant to Section 3.01(d) hereof or continuation of a Revolving Credit Loan pursuant to Section 3.01(e) hereof, each payment by the Company on account of any fee (except as set forth in Section 2.2(b)) shall be made pro rata according other than with respect to fees which are expressly payable to the respective Commitment Percentages of Administrative Agent or the Lenders that are obligated to lend to such Borrower Issuing Lender for its own account), and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Proportions of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on each Loan shall be made in the Loans Applicable Currency in which such Loan is denominated and shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by each Lender. Except as otherwise provided in Section 2.04 hereof, all payments by the LendersCompany on account of principal of and interest on any Swingline Loan shall be made to the Swingline Lender at its office specified on its signature page hereof in Dollars in immediately available funds. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees and reimbursement obligations shall be made without set-off or otherwisecounterclaim and, with respect to payments of the Loans, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders (except as specified above), at the Administrative Agent’s office specified in Section 9.2Payment Office, in DollarsDollars or the other Applicable Currency, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments with respect to Loans to the Lenders promptly upon receipt in like funds by wire transfer of each Lender’s portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company’s accounts at the Payment Office or any other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company’s accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of “Interest Period”, if any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated Banks (except as otherwise provided in subsection 2.25). Unless otherwise required by the terms of this Agreement, each payment under this Agreement or any other Loan Documents shall be applied, first, to lend any fees then due and owing by the Company pursuant to such Borrower subsection 2.4, second, to interest then due and any reduction owing in respect of the Commitments Loans of the Lenders Company, third, to principal then due and owing hereunder and under the Notes of the Company, and, fourth, to any other amounts then due and owing under the Loan Documents. Each payment on account of any fees pursuant to subsection 2.4 for the account of Banks shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Commitment Percentages Letter of Credit Facing Fee and the LendersIssuing Lender Fees). Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower Company on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts due and owing. Without limiting the terms of the preceding sentence, accrued interest on any Loans of denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Borrower then held by the LendersLoan. Payments made pursuant to subsection 2.13 shall be applied in accordance with such section. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in subsection 2.15) and shall be made to the Administrative Agent, Agent for the account of the Lenders, applicable Banks at the Administrative Agent’s office specified in Section 9.2, in Dollars, subsection 9.2 or such other office specified by the Administrative Agent in immediately available funds and without set-off(i) in the case of Loans or other amounts denominated in Dollars, counterclaim shall be made in Dollars not later than 12:00 noon on the date when due and (ii) in the case of Loans or deduction of any kind (other amounts denominated in a Foreign Currency, unless otherwise specified herein, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. The Administrative Agent shall distribute such payments to the Lenders Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder 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; provided, however, that with respect to any LIBOR Loan to which clause (A) of the definition of “Interest Period” applies, such payment shall be the next preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans by a Borrower the Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (except other than as set forth in Section 2.2(b)Sections 5.10 and 5.11) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments or Revolving Credit Commitments Increases of the Lenders hereunder shall be made pro pro-rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Loans (other than payments made directly to the Swingline Lender as expressly provided herein or as set forth in Sections 5.6, 5.19, 5.20 and 5.21) shall be made pro pro-rata according to the respective outstanding principal amounts Commitment Percentages of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified located at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)Same Day Funds. The Administrative Agent shall promptly distribute such payments ratably to the Lenders promptly upon receipt each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, 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 Term Benchmark 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 and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension 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. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Revolving Credit Lenders hereunder, each payment by the Borrower on account of any commitment fee payable pursuant to Section 2.5 hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Credit Commitment Percentages of the Revolving Credit Lenders. Each payment borrowing by a the Borrower on account from the Term Loan Lenders hereunder with respect to the Initial Term Loans or Additional Term Loans of any Commitment Fee hereunder series shall be made pro rata according to the respective Available Commitments Term Loan Commitment Percentages applicable to such Initial Term Loans or such Additional Term Loans of the such Term Loan Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on (i) the Initial Term Loans or Additional Term Loans of any series shall be made pro rata according to the respective outstanding principal amounts of the Initial Terms Loans or the Additional Term Loans of such series then held by the Term Loan Lenders, or (ii) the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Revolving Credit Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.211.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 extensionextension and with respect to payments of fees, such fees accruing during such extension shall be payable on the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from Construction Advance and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Lessor Parties Commitments shall be made pro rata according to their respective Lessor Parties Commitments. Subject to the respective Commitment Percentages provisions of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Operative Agreements, each payment (including each repayment or prepayment) by a Borrower the Lessee on account of principal of outstanding Lessor Advances and interest on the Loans Lessor Yield shall be made pro rata according to the respective outstanding principal advance amounts of on the Loans of such Borrower Lessor Advances then held by the LendersLessor Parties. All payments (including repayments and prepayments) to be made by a Borrower hereunderthe Lessee, whether on account of principaladvance amounts on the Lessor Advances, interest, fees Lessor Yield or otherwise, shall be made no later than 12:00 Noon without set-off or counterclaim and shall be made prior to 11:00 a.m., New York, New York City time, time on the due date thereof (and any payment received on any day after such time shall be deemed received on the next Business Day), to the Administrative Agent, for the account of the LendersLessor Parties, at the Administrative Agent’s office specified in Section 9.2by the Agent from time to time, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lessor Parties promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day; provided, andhowever, if such payment includes an amount of Lessor Yield calculated with respect reference to payments the LIBOR Rate and the result of principalsuch extension would be to extend such payment into another calendar month, interest then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment pursuant to the preceding sentence, Lessor Yield thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing Except as contemplated by a Borrower from Section 2.7, (i) each reduction of the Lenders hereunder (except as set forth Commitments and each payment in Section 2.2(b)) respect of Commitment Fees shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each (ii) each payment (including each prepayment) by a Borrower DW Animation on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans amount of such Borrower Loans then held by the Lenders. Notwithstanding anything to the contrary in this Agreement, if an Event of Default shall have occurred and be continuing, each payment (including each prepayment) by DW Animation on account of principal of and interest on Loans shall be made pro rata according to the respective outstanding principal amount of all such Loans then held by all Lenders. All payments (including prepayments) to be made by a Borrower DW Animation hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.210.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Pro Rata Percentages of Lenders. Unless otherwise required by the Lenders that are obligated terms of this Agreement, each payment under this Agreement, or any Note, shall be applied first, to lend any fees then due and owing by Borrower pursuant to such Borrower Section 2.8; second, to interest then due and owing hereunder and under the Notes; third, to principal then due and owing hereunder and under the Notes; and fourth, to cash collateralize the Reimbursement Obligations. Each payment on account of any reduction of the Commitments of the Lenders fees pursuant to Section 2.8 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Commitment Percentages of Fronting Fees expressly owing to Issuing Bank, and any fees owing pursuant to the LendersFee Letter to Agent). Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of of, and interest on on, the Revolving Loans and shall be made applied to such Loans, as applicable, on a pro rata according to basis in accordance with the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersterms hereof. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, Expenses and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction counterclaim; provided no such payment shall be, or constitute, a waiver of any kind (other than deductions expressly permitted by this Agreement)rights or claims Borrower may have. The Administrative Agent shall distribute such payments to the Lenders entitled thereto, on a pro rata basis promptly upon receipt receipt, in the like funds as received. If any payment hereunder (other than payments on 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, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to hereunder, each payment by the respective Commitment Percentages Borrower of the Lenders that are obligated to lend to such Borrower Commitment Fee or any Letter of Credit Fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 11:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 10.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than a payment on any Eurodollar Loan) 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 Eurodollar Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar 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 Eurodollar Business Day) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during any such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Revolving Loans and any reduction of the Revolving Commitments of the Lenders 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 a the Borrower pursuant to Section 2.4, second, to interest then due and owing in respect of the Notes of the Borrower, third, to principal then due and owing hereunder and under the Notes of the Borrower and, fourth, to any other amounts then due and owing hereunder or under any other Credit Document. Each payment on account of any Commitment Fee hereunder fees pursuant to Section 2.4 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Available Commitments portion of the LendersLetter of Credit Fee retained by the Issuing Lender, the Issuing Lender Fees and the annual administrative fee referenced in Section 2.4(d)). Each payment optional prepayment of principal of the Loans shall be applied to the Loans as the Borrower may designate (including each prepayment) by a Borrower to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.14 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersapplied in accordance with Section 2.6(b). All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified on Schedule 9.2 in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-offnot later than 1:00 P.M. (Charlotte, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)North Carolina time) on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)other than Swing Line Loans) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each each payment by a the Borrower on account of any Commitment Fee commitment fee in respect of the Revolving Credit Commitments hereunder shall be made pro rata according to the respective Available Commitments Revolving Credit Percentages of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of the Revolving Credit Loans shall be made first to the repayment of Swing Line Loans before any payment may be made on account of the principal of the Revolving Credit Loans. Subject to the immediately foregoing sentence, each payment (including each prepayment) by the Borrower on account of the principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 10.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 Eurodollar 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower Revolving Loan Commitment Percentages and Term Loan Commitment Percentages, as applicable, then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City without setoff, deduction or counterclaim and shall be made prior to 11:00 a.m., Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR 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 LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and interest shall continue to accrue thereon at the applicable rate) 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 Eurodollar Business Day. The Borrower authorizes the Agent to debit any of its bank accounts with the Agent or to make a draw of Revolving Loans for the purpose of effecting payment of principal, interest or other costs and expenses payable by the Borrower to the Agent or any Lender under this Agreement.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that in the currency in which such amount is denominated and in such funds as are obligated customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in such Foreign Currency. Each payment under this Credit Agreement or any Note shall be applied (i) first, to lend any Fees then due and owing, (ii) second, to such interest then due and owing in respect of the Loans (whether or not evidenced by Notes) of the Borrower and any reduction (iii) third, to principal then due and owing hereunder and under the Loans (whether or not evidenced by Notes) of the Commitments Borrower. Each payment on account of the Lenders Facility Fees and the Letter of Credit Fees shall be made pro rata according to in accordance with the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Loans shall be applied in accordance with Section 2.8. The obligation of the Borrower to make each payment on account of such Borrower then held amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result in the actual receipt by the LendersAdministrative Agent of the full amount in the appropriate currency payable hereunder. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office Office specified in Section 9.2, 10.2 and (i) in the case of Loans or other amounts denominated in Dollars, shall be made in immediately available funds Dollars not later than 1:00 P.M. on the date when due and without set-off(ii) in the case of Loans or other amounts denominated in a Foreign Currency, counterclaim or deduction of any kind (other unless otherwise specified herein, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment, but excluding payments made pursuant to subsection 3.9, 3.10, 3.11, 3.12, 3.13(d), 3.14, 10.1(g) or 10.6) by a the Borrower on account of principal of and interest on the Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower then held by the respective Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no later than 12:00 Noon such time is expressly required, prior to 2:00 P.M., New York City time), on the due date thereof to the Administrative Agent, Agent for the account of the LendersLenders holding the relevant Loans, the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative Agent’s office specified in Section 9.2subsection 10.2, and shall be made in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to such Lenders or Other Representatives, as the Lenders promptly upon receipt case may be, if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of 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 Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity of 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) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to hereunder, each payment by the respective Commitment Percentages Borrowers on account of the Lenders that are obligated to lend to such Borrower Commitment Fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment optional prepayment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Borrowers of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the respective Lenders. Each payment (other than optional prepayments) by or on behalf of the Borrowers (including any application of proceeds of collateral) on account of the principal of or interest on the Loans shall be made pro rata according to the respective amounts of such principal or interest then due and owing. All payments (including prepayments) to be made by a Borrower the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 3:00 p.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, unless the result of such extension would be to cause such payment to be made in the succeeding calendar month, in which event such payment shall be due and payable on the immediately preceding Business Day, and, with respect to payments of principal, principal and interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Borrowers ------------------------------- from the Lenders hereunder (except as set forth in Section 2.2(b)) hereunder, and any reduction of the Aggregate Revolving Loan Commitment or the Aggregate Incremental Loan Commitment, shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the applicable Lenders. Each payment (including each prepayment) by a Borrower the Borrowers on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal and interest amounts of the such Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon New York City Noon, Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR 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 LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and interest shall continue to accrue thereon at the applicable rate) 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 Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Revolving Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders that are obligated Revolving Lenders. Each payment under this Agreement or any Note shall be applied, first, to lend any fees then due and owing by the Borrower pursuant to such Borrower Section 2.5, second, to interest then due and any reduction owing in respect of the Commitments Notes of the Lenders Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Commitment Percentages portion of the Lenders. Each payment Letter of Credit retained by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of Issuing Lender and the LendersIssuing Lender Fees). Each payment (including each prepaymentother than prepayments) by a the Borrower on account of principal of and interest on the Revolving Loans and the Term Loan shall be made pro rata according to the respective outstanding amounts due and owing in accordance with Section 2.7 hereof. Each optional prepayment on account of principal amounts of the Loans shall be applied in accordance with Section 2.7(a) and each mandatory prepayment on account of such Borrower then held by principal of the LendersLoans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified in Section 9.2, 9.2 in Dollars, Dollars and in immediately available funds and without set-offnot later than 1:00 P.M. (Charlotte, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)North Carolina time) on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Term Loan Commitments, the Acquisition Loan Commitments or the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Term Loan Commitment Percentages, Acquisition Loan Commitment Percentages of the Lenders. Each payment by a Borrower on account of any or Revolving Credit Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Percentages, as applicable, of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Term Loans, Acquisition Loans or the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans, Acquisition Loans of such Borrower or the Revolving Credit Loans, as applicable, then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set-off or counterclaim and shall be made prior to 12:00 Noon noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.213.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a under this Credit Agreement or any Credit Document shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Loans to the Borrower and (iii) third, to principal then due and owing hereunder and under the Loans to the Borrower. Each payment on account of any the Commitment Fee hereunder Fees or the Letter of Credit Fees shall be made pro rata according to in accordance with the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Foreign Currency Loans shall be payable in the same Foreign Currency as such Loan. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Loans of shall be applied in accordance with Section 2.8. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such Borrower then held payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the LendersBorrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, 10.2 in immediately available funds (or at such other location mutually agreed to by the Administrative Agent and without set-offthe Borrower with respect to Foreign Currency Loans) and (A) in the case of Loans or other amounts denominated in Dollars, counterclaim shall be made in Dollars not later than 1:00 P.M. on the date when due and (B) in the case of Loans or deduction of any kind (other amounts denominated in a Foreign Currency, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by a the applicable Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders that applicable Class. Each payment (including each prepayment) by the applicable Borrower on account of principal of and interest on Loans which are obligated to lend to Eurodollar Loans designated by such Borrower and any reduction of the Commitments of the Lenders to be applied to a particular Eurodollar Borrowing shall be made pro rata according to the respective Commitment Percentages outstanding principal amounts of such Loans then held by the Lenders of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersapplicable Class. Each payment (including each prepayment) by a the applicable Borrower on account of principal of and interest on the Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans of such Borrower or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the applicable Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 11:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent’s New York office specified in Section 9.2, 9.01 in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. Each payment (aincluding each prepayment) Each borrowing by a the Borrower from on account of fees, principal of and interest on the Lenders hereunder (except as set forth in Section 2.2(b)) Credit Extensions shall be made pro rata according to the respective Revolving Loan Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set- off, deduction or counterclaim and shall be made prior to 12:00 Noon New York City noon, Pacific time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If Except during the continuance of an Event of Default, Agent shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation as Borrower specifies. After the occurrence and during the continuance of an Event of Default, Agent shall (except as otherwise directed by the Required Lenders) immediately apply any wire transfer of funds, check, or other item of payment Agent may receive to reduce Obligations (on a pro rata basis), but such applications of funds shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by Agent after 12:00 noon Pacific time shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day. Whenever any payment hereunder becomes to Agent for the benefit of the Lenders under the Loan Documents would otherwise be due and payable (except by reason of acceleration) on a day other than date that is not a Business Day, such payment shall instead be extended to due on the next succeeding Business Day, andand additional fees or interest, with respect to payments of principalas the case may be, interest thereon shall accrue and be payable at for the then applicable rate during period of such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by a any Borrower from of Revolving Credit Loans using the Lenders Tranche A Commitments or the Tranche B Commitments, as applicable, each payment by any Borrower on account of any fees hereunder (except and any reduction of the Tranche A Commitments or Tranche B Commitments, as set forth in Section 2.2(b)) applicable, shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a any Borrower on account of principal of and interest on the Tranche A Loans or Tranche B Loans, as applicable, shall be made pro rata according to the respective outstanding principal amounts of the Tranche A Loans of such Borrower or Tranche B Loans, as applicable, then held by the LendersLenders in the currency in which such Revolving Credit Loan was made. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed Letter of Credit drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit drawings then due to such parties. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, or, if the payment is due in an Alternate Currency, local time for the principal market of such currency, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at (x) in the case of payments due in Dollars the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-off(y) in the case of payments due in an Alternate Currency, counterclaim or deduction to such office as the Administrative Agent may hereafter specify by notice to the Borrowers. It is understood that, if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency 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 Eurocurrency 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 (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders’ respective Commitment Percentages of the LendersPercentages. Each payment (including each prepayment) by a Borrower on account of any Commitment Fee hereunder principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective Available Commitments outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the EurodollarTerm SOFR Loans or EURIBOR Loans designated by a Borrower to be applied to a particular EurodollarTerm SOFR Tranche or EURIBOR Tranche, respectively, shall be made pro rata according to the respective outstanding principal amounts of the such EurodollarTerm SOFR Loans or EURIBOR Loans of such Borrower Tranche then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to (i) 12:00 Noon Noon, New York City time, in respect of payments of principal or interest relating to Revolving Credit Loans made in the New York Funding Office and (ii) 12:00 Noon, London time, in respect of Revolving Credit Loans made in the Euro Funding Office, in each case, on the due date thereof to the Administrative Agent, for the account of the Lenders, at and, (x) in the Administrative Agent’s office specified case of any payment of principal received, in Section 9.2the currency in which such Revolving Credit Loan is denominated, (y) in case of payment of interest, in the same currency as the underlying Revolving Credit Loan from which such interest has accrued, and (z) in the case of payment of fees or otherwise, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on EurodollarTerm SOFR Loans or Index Rate Competitive Loans or EURIBOR 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 EurodollarTerm SOFR Loan or Index Rate Competitive Loan or EURIBOR 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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. The provisions of this Section 2.15(a) shall, to the extent applicable, be subject to the procedures set forth in Section 2.21.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a an Applicable Borrower from the Lenders hereunder Lenders, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to the respective Commitment Percentages by an Applicable Borrower on account of the Lenders that are obligated to lend to such Borrower principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the Lenders. Each account of a particular Lender under the terms of Section 2.04, Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.20(b), Section 2.22, Section 2.23, Section 9.03 or Section 9.13 shall be made for the account of such Lender (or the Swingline Lender in the case of Section 2.23), and (ii) if any Lender shall become a Defaulting Lender, from and after the date upon which such Lender shall have become a Defaulting Lender, any payment (including each prepayment) by a Borrower made on account of principal of or interest on the Loans shall be applied, first for the account of the Lenders other than the Defaulting Lender, pro rata according to the Commitments of such Lenders, until the principal of and interest on the Loans of such Lenders shall be made pro rata according to have been paid in full and, second for the respective outstanding account of such Defaulting Lender, provided that the application of such payments in accordance with this clause (ii) shall not constitute an Event of Default or a Default, and no payment of principal amounts of or interest on the Loans of such Borrower then held by Defaulting Lender shall be considered to be overdue for purposes of Section 2.10(a), if, had such payments been applied without regard to this clause (ii), no such Event of Default or Default would have occurred and no such payment of principal of or interest on the LendersLoans of such Defaulting Lender would have been overdue. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof in immediately available funds without setoff or counterclaim and shall be made to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of the Issuing Bank or the Swingline Lender, as the case may be) at the Administrative Agent’s office specified as notified to the Borrowers from time to time at least five (5) Business Days before any change in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction such office. On the date of any kind (other than deductions expressly permitted by this Agreement), the office of the Administrative Agent is located at JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1000 Xxxxxx Xxxxxx, Floor 10, Houston, TX 77002-6925, Attention of Kxx Xxxxx, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment Reimbursement of all LC Disbursements 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 extensionmade as required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata PRO RATA according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by a the Borrower pursuant to Section 2.6, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any Commitment Fee hereunder fees pursuant to Section 2.6 shall be made pro rata according PRO RATA in accordance with the respective amounts due and owing (except as to the respective Available Commitments portion of the LendersLetter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by a the Borrower on account of principal of and interest on the Loans Revolving Loans, the Tranche A Term Loan and on the Tranche B Term Loan shall be made pro rata PRO RATA according to the respective outstanding amounts due and owing in accordance with Section 2.8 hereof. Prepayments made pursuant to Section 2.16 shall be applied in accordance with such section. Each mandatory prepayment on account of principal amounts of the Loans of such Borrower then held by the Lendersshall be applied in accordance with Section 2.8(b). All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified on SCHEDULE 9.2 in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-offnot later than 1:00 P.M. (Charlotte, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)North Carolina time) on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans, or pursuant to any Additional Commitments constituting a separate facility, as applicable (other than Swing Line Loans) by a Borrower any of the Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages made, each payment by any of the Lenders that are obligated to lend to such Borrower Borrowers on account of any commitment fee in respect of the Commitments hereunder shall be allocated by the Administrative Agent, and any reduction of the Commitments of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the respective relevant Commitment Percentages of the Lenders. Each payment by a Borrower on account , or in the case of any Commitment Fee hereunder shall be made Additional Commitments constituting a separate facility or any other Tranche established after the date of this Agreement, pro rata according to the respective Available amount of such Additional Commitments or Commitments of such Tranche held by the Lendersrelevant Lenders (or as otherwise may be provided in an Additional Revolving Credit Amendment). Each payment (including each prepaymentprepayment (but excluding payments made pursuant to subsection 2.7, 4.8(c), 4.9, 4.10, 4.11 or 11.1(f))) by a Borrower any of the Borrowers on account of principal of and interest on the any Tranche of Revolving Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Revolving Loans of such Borrower then held by respective Lenders (or as otherwise provided in the Lendersapplicable Additional Revolving Credit Amendment or Extension Amendment, as applicable). All payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made no later than 12:00 Noon without set-off or counterclaim and shall be made prior to 1:00 p.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent’s office specified in Section 9.2subsection 11.2, and shall be made in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted funds. Payments received by this Agreement)the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt such Lenders, if any such payment is received prior to 1:00 p.m., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of 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 Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity of 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) 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. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, the daily average Federal Funds Effective Rate as quoted by the Administrative Agent.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Revolving Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. During an Event of Default, each payment under this Credit Agreement or any Note shall be applied, (i) first, to any fees then due and owing by the Borrower pursuant to Section 2.4, (ii) second, to interest then due and owing hereunder and under the Notes, (iii) third, to principal then due and owing hereunder and under the Notes and (iv) fourth, to all other Credit Party Obligations then due and owing under the Credit Documents. Each payment by a Borrower on account of any Commitment Fee hereunder fees pursuant to Section 2.4 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Available Commitments Letter of Credit Facing Fees retained by the LendersIssuing Lender and the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder. Prepayments made pursuant to Section 2.6 shall be applied in accordance with such section. Each optional prepayment on account of principal amounts of the Loans shall be applied in accordance with Section 2.6(a) and each mandatory prepayment on account of such Borrower then held by principal of the LendersLoans shall be applied in accordance with Section 2.6(b). All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified on Schedule 9.2 in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-offnot later than 1:00 P.M. (Charlotte, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)North Carolina time) on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Except as otherwise provided in Section 2.5 or Section 8, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the LendersLenders (it being understood that, except as otherwise provided in Section 8, any payment so made in respect of principal of any Lender's Loans shall be deemed to ratably reduce the outstanding amount of Tranche A Loans and Tranche B Loans of such Lender). All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees interest or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe 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, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing Set of Revolving Loans made by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee Banks hereunder shall be made pro rata according by them ratably based on their Applicable Commitment Percentages until the Revolving Expiration Date; provided, that the failure of any Bank to the respective Available Commitments fund any particular Revolving Loan shall not relieve any other Bank of the Lendersits obligation to lend hereunder nor in any way alter or modify such obligation of any Bank. Each payment or prepayment against an outstanding Set of Revolving Loans hereunder shall (including except as otherwise provided in Sections 2.13 and 2.14) be applied pro rata to such Revolving Loans in proportion to the outstanding principal amount of each prepayment) by a Borrower on account of principal of and interest on the date of such payment or prepayment. All payments and prepayments to be made in respect of principal, interest, Facility Fee or other amounts due from the Company in connection with Loans hereunder or under any Note shall be payable at 12:00 o'clock Noon, Charlotte, North Carolina time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. Such payments shall be made pro rata according to the respective outstanding principal amounts Agent at its Office in Dollars in funds immediately available at such Office without setoff, counterclaim or other deduction of the Loans of such Borrower then held any nature, and shall be distributed by the LendersAgent in immediately available funds on the day received by the Agent to each Bank pro rata, except as aforesaid. All payments (including prepayments) to be made by a Borrower hereunder, whether on account in respect of principal, interest, fees or otherwise, other amounts due from the Company in connection with Competitive Bid Loans hereunder or under any Competitive Bid Note shall be made no later than payable at 12:00 Noon New York City Noon, Charlotte, North Carolina time, on the date due date thereof without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefore shall immediately accrue. Such payments shall be made to the Administrative Agent, for the account of the Lenders, Agent at the Administrative Agent’s its office specified in Section 9.2, in Dollars, in immediately available funds and without set-offsetoff, counterclaim or deduction of any kind nature (other than deductions expressly except as permitted by Section 2.02(i) hereof), and shall be distributed by the Agent in immediately available funds on the day received by the Agent to the Bank which made the Competitive Bid Loan to which such payment relates. To the extent permitted by law, after there shall have become due (by acceleration or otherwise) interest, Facility Fees or any other amounts due from the Company hereunder or under the Notes (excluding overdue principal, which shall bear interest as described in Section 2.09(d) hereof, but including interest payable under this AgreementSection 2.12), such amounts shall bear interest for each day until paid (before and after judgment), payable on demand, at a rate per annum 1.25% above the then current Prime Rate, such interest rate to change automatically from time to time effective as of the effective date of each change in the Prime Rate. The Administrative Company shall, at the time of making each payment under this Agreement or any Note, specify to the Agent shall the Loan or Loans or other amounts payable by the Company hereunder to which such payment is to be applied (and if the Company fails to so specify, or if an Event of Default has occurred and is continuing, the Agent may distribute such payments payment to the Lenders promptly upon receipt Banks in like funds such manner as received. If it or the Required Banks may determine to be appropriate, provided that any payment hereunder becomes due and payable on a day other than a Business Day, such payment so directed to pay any Revolving Loans shall be extended to the next succeeding Business Day, and, made in accordance with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionthis Section 2.12).

Pro Rata Treatment and Payments. (a) Each The borrowing by a the Borrower from the Initial Term Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Initial Term Percentages of the Initial Term Lenders. Each (b) With respect to any Facility, each payment (including each prepaymentprepayment under this Agreement) by a the Borrower on account of principal of and interest on the Term Loans of such Facility shall be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower Facility then held by the LendersTerm Lenders (except as otherwise provided in Section 2.11(e)). The amount of each principal prepayment of the Term Loans pursuant to Section 2.11 shall be applied to reduce the Initial Term Loans and Incremental Term Loans on a pro rata basis based upon the respective then remaining principal amounts thereof (unless any Incremental Term Lenders have agreed to less than pro rata prepayments) and shall be applied within each Facility to the then remaining installments thereof as directed by the Borrower (or if not so directed, to the then remaining installments thereof in direct order of maturity). Amounts repaid (including amounts pursuant to Section 2.11) and prepaid on account of the Term Loans may not be reborrowed. (c) [Reserved]. (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 2:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe 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, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.. 46 509265-2041-Active.31278172.28

Pro Rata Treatment and Payments. (a) Each borrowing participation in the Advances of a particular Type by a Borrower from the Lenders Participants holding Commitments to fund such Type hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any each reduction of the Commitments of the Lenders Participants shall be made pro rata among the applicable Tranche A Participants, Tranche B Participants and Tranche C Participants according to the respective applicable Commitment Percentages of the Lenderseach such Participant then in effect. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Except as otherwise provided in SECTIONS 3.11 through 3.21, each payment (including each prepayment) by a Borrower the Lessor on account of Participation Interests representing the amount of principal of and interest or yield on the Loans Advances shall be made pro rata among the applicable Tranche A Participants, Tranche B Participants and Tranche C Participants according to the respective outstanding principal amounts Participation Interests of each such Participant then in effect. Any payment required to be made to the Loans Participants in any particular Tranche and within any particular Type shall be made pro rata among such Participants, without priority of any one such Borrower then held by Participant over any others within such Tranche or Type, in the Lendersproportion that such Participant's Participant Balance within such Tranche and Type bears to the aggregate Participant Balances of all Participants within such Tranche and Type. All payments (including prepayments) to be made by a Borrower hereunderthe Lessor hereunder to the Participants with respect to their Participation Interests, whether on account of principal, interest, fees yield or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee, shall be made no later than 12:00 Noon New York City without setoff or counterclaim and shall be made prior to 2:00 p.m., Chicago time, on the due date thereof to the Administrative Agent, for the account of the Lendersapplicable Participants, at the Administrative Agent’s 's office specified referred to in Section 9.2SECTION 15.3 of this Agreement, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders applicable Participants promptly upon receipt in like funds as received; it being understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Lease shall be distributed on the date on which such funds are so received. If any payment hereunder (other than payments of Participation Interests in the Advances) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment of Participation Interests in an Advance becomes due and payable on a day other than a Business Day, andthe 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, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension or shortening of the due date of any payment pursuant to payments of principalthe preceding two sentences, interest or yield thereon shall be payable at the then applicable rate during such extensionextension or until such shortened due date, as the case may be.

Pro Rata Treatment and Payments. (a) Each The borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata with respect to each Tranche according to the respective Available Commitments of the Tranche A Lenders, the Tranche B Lenders or Tranche C Lenders, as the case may be. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata with respect to each Tranche according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Tranche A Lenders, the Tranche B Lenders or Tranche C Lenders, as the case may be, except for payments or prepayments to any Lender making a claim under Sections 2.10, 2.11, 2.12 or 2.13 hereof. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.28.02, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business DayDay (unless the result of such extension would be to extend such payment into another calendar month, and, with respect to payments of principal, interest thereon in which event such payment shall be payable at made on the then applicable rate during such extensionimmediately preceding Business Day).

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section subsection 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Revolving Credit Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated Banks (except as otherwise provided in Section 2.25). Unless otherwise required by the terms of this Agreement, each payment under this Agreement or any Note shall be applied, first, to lend any fees then due and owing by the Company pursuant to such Borrower subsection 2.4, second, to interest then due and any reduction owing in respect of the Commitments Notes of the Lenders Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to subsection 2.4 for the account of Banks shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Commitment Percentages Letter of Credit Facing Fee and the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the LendersIssuing Lender Fees). Each payment (including each prepaymentother than prepayments) by a Borrower the Company on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts due and owing. Without limiting the terms of the preceding sentence, accrued interest on any Loans of denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Borrower then held by the LendersLoan. Payments made pursuant to subsection 2.13 shall be applied in accordance with such section. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in subsection 2.15(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Banks at the Administrative Agent’s office specified in Section 9.2, in Dollars, subsection 9.2 or such other office specified by the Administrative Agent in immediately available funds and without set-off(i) in the case of Loans or other amounts denominated in Dollars, counterclaim shall be made in Dollars not later than 12:00 noon New York City time on the date when due and (ii) in the case of Loans or deduction of any kind (other amounts denominated in a Foreign Currency, unless otherwise specified herein, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. The Administrative Agent shall distribute such payments to the Lenders Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 Eurodollar 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of U.S. R/C Loans or U.S. L/F Loans shall be made pro rata according to the Lenders then existing Available U.S. Commitments of the US$ Banks or the U.S. L/F Banks, respectively. Each borrowing of C$ R/C Loans or C$ L/F Loans shall be made pro rata according to the then existing Canadian Commitments of the C$ Banks or the C$ L/F Banks, respectively. Any reduction of the amount of the Commitments of the Banks hereunder (except as set forth in for the termination or reduction of a particular Bank's Commitment pursuant to Section 2.2(b4.11(a)) shall be made pro rata according to the respective Commitment Percentages amounts of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lendersthen existing relevant Commitments. Each payment (including each prepayment) by a Facility Borrower on account of principal of and interest on (except for payments to a particular Bank pursuant to Section 2.6, 4.10, 4.11, 4.12 or 4.13) any category of Facility Loan (other than Eurodollar Loans) shall be made on a pro rata basis according to the amounts of the then outstanding Facility Loans of such type of the relevant Banks. Each payment (including each prepayment) by CFC on account of principal of and interest on Eurodollar Loans designated by CFC to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of the such Eurodollar Loans of such Borrower then held by the LendersUS$ Banks. All payments (including prepayments) to be made by a the relevant Facility Borrower hereunder, whether hereunder on account of principal, interest, fees or otherwise, and other amounts shall be made no later than 12:00 Noon New York City time, on the due date thereof without setoff or counterclaim to the Administrative Agent, relevant Agent for the account of the Lenders, relevant Banks at the Administrative Agent’s office specified of the relevant Agent referred to in Section 9.213.2 in Dollars or C$, in Dollarsas applicable, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative relevant Agent shall promptly distribute such payments to the Lenders promptly upon receipt each Bank entitled to receive a portion thereof in like funds as received. If any payment hereunder (other than a payment in respect of a Eurodollar Loan) becomes due and payable on a day other than a Business Day, such payment the maturity thereof shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, and, with respect the maturity thereof shall be extended to payments the next succeeding Business Day unless the result of principalsuch 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. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. The provisions of the first five sentences of this Section 4.8(a) shall not apply to any borrowing or prepayment made pursuant to Section 13.10.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower under this Credit Agreement or any Note shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Notes and (iii) third, to principal then due and owing hereunder and under the Notes. Each payment on account of any the Commitment Fee hereunder Fees or the Letter of Credit Fees shall be made pro rata according to in accordance with the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by a Borrower the Borrowers on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Loans of such Borrower then held by the Lendersshall be applied in accordance with Section 2.8. All payments (including prepayments) to be made by a Borrower hereunder, whether the Borrowers on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-off(A) in the case of Loans or other amounts denominated in Dollars, counterclaim shall be made in Dollars not later than 1:00 P.M. on the date when due and (B) in the case of Loans or deduction of any kind (other amounts denominated in a Foreign Currency, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any facility fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective relevant Revolving Credit Commitment Percentages of the Lenders. Each payment by a Borrower on account Lenders holding obligations in respect of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenderswhich such amounts were paid. Each payment (including each prepayment) by a the Borrower on account of principal of and (subject to the provisions of Section 2.14) interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenders. All Except as otherwise set forth herein, all payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout set off or counterclaim and shall be made prior to 11:00 A.M., San Francisco time on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars10.2 (or at such other office as the Administrative Agent may from time to time specify), in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders holding obligations on account of which such amounts were paid promptly upon receipt in like funds as received. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a under this Credit Agreement or any Note shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Notes of the Borrower and (iii) third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any Commitment Fee hereunder the Unused Fees or the Letter of Credit Fees shall be made pro rata according to in accordance with the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Loans of such Borrower then held by the Lendersshall be applied in accordance with Section 2.8. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified in Section 9.2, 10.2 in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other not later than deductions expressly permitted by this Agreement)1:00 P.M. on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata PRO RATA according to the respective Commitment Percentages of the Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by a the Borrower pursuant to Section 2.6, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any Commitment Fee hereunder fees pursuant to Section 2.6 shall be made pro rata according PRO RATA in accordance with the respective amounts due and owing (except as to the respective Available Commitments portion of the LendersLetter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by a the Borrower on account of principal of and interest on the Loans Revolving Loans, the Tranche A Term Loan and on the Tranche B Term Loan shall be made pro rata PRO RATA according to the respective outstanding amounts due and owing in accordance with Section 2.8 hereof. Prepayments made pursuant to Section 2.16 shall be applied in accordance with such section. Each mandatory prepayment on account of principal amounts of the Loans of such Borrower then held by the Lendersshall be applied in accordance with Section 2.8(b). All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office specified on SCHEDULE 9.2 in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-offnot later than 2:00 P.M. (Charlotte, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)North Carolina time) on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a each ------------------------------- Borrower from the Lenders hereunder, each payment by each Borrower on account of any commitment fee or Acceptance Fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the US Commitments or the Canadian Commitments of the Lenders shall be made pro rata according to the respective US Commitment Percentages Percentages, in the case of the US$ Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to , and the respective Available Commitments C$ Commitment Percentages, in the case of the C$ Lenders. Each payment (including each prepaymentexcluding prepayments pursuant to subsection 4.4(g)) by a each Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the relevant Loans of such Borrower then held by the relevant Lenders. All payments (including prepayments) to be made by a each Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout set off or counterclaim and shall be made prior to 11:00 A.M., Local Time, on the due date thereof to the relevant Administrative Agent, for the account of the Lenders, at the relevant Administrative Agent’s office specified in Section 9.2Office, in DollarsUS$ or C$, as the case may be, and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The relevant Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received, but the relevant Borrower shall have satisfied its payment obligation hereunder upon payment to the relevant Administrative Agent, regardless of whether such Administrative Agent distributes such payments as required hereunder. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a the Borrower from the Lenders hereunder Lenders, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the Lenders. Each account of a particular Lender under the terms of Section 2.04, Section 2.09(b), Section 2.15, Section 3.01, Section 3.02, Section 3.04, Section 3.05, Section 10.04 or Section 10.15 shall be made for the account of such Lender (or the Swingline Lender in the case of Section 2.15), and (ii) if any Lender shall become a Defaulting Lender, from and after the date upon which such Lender shall have become a Defaulting Lender, any payment (including each prepayment) by a Borrower made on account of principal of or interest on the Loans shall be applied, first for the account of the Lenders other than the Defaulting Lender, pro rata according to the Commitments of such Lenders, until the principal of and interest on the Loans of such Lenders shall be made pro rata according to have been paid in full and, second for the respective outstanding account of such Defaulting Lender, provided that the application of such payments in accordance with this clause (ii) shall not constitute an Event of Default or a Default, and no payment of principal amounts of or interest on the Loans of such Borrower then held by Defaulting Lender shall be considered to be overdue for purposes of Section 2.10(a), if, had such payments been applied without regard to this clause (ii), no such Event of Default or Default would have occurred and no such payment of principal of or interest on the LendersLoans of such Defaulting Lender would have been overdue. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof in immediately available funds without setoff or counterclaim and shall be made to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of the Issuing Banks or the Swingline Lender, as the case may be) at the Administrative Agent’s office specified as notified to the Borrower from time to time at least five Business Days before any change in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction such office. On the date of any kind (other than deductions expressly permitted by this Agreement), the office of the Administrative Agent is located as set forth on Schedule 10.02. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment Reimbursement of all LC Disbursements 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 extensionmade as required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a the Borrower from the Lenders hereunder Lenders, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the Lenders. Each account of a particular Lender under the terms of Section 2.04, Section 2.09(b), Section 2.15, Section 3.01, Section 3.02, Section 3.04, Section 3.05, Section 10.04 or Section 10.15 shall be made for the account of such Lender (or the Swingline Lender in the case of Section 2.15), and (ii) if any Lender shall become a Defaulting Lender, from and after the date upon which such Lender shall have become a Defaulting Lender, any payment (including each prepayment) by a Borrower made on account of principal of or interest on the Loans shall be applied, first for the account of the Lenders other than the Defaulting Lender, pro rata according to the Commitments of such Lenders, until the principal of and interest on the Loans of such Lenders shall be made pro rata according to have been paid in full and, second for the respective outstanding account of such Defaulting Lender, provided that the application of such payments in accordance with this clause (ii) shall not constitute an Event of Default or a Default, and no payment of principal amounts of or interest on the Loans of such Borrower then held by Defaulting Lender shall be considered to be overdue for purposes of Section 2.10(a), if, had such payments been applied without regard to this clause (ii), no such Event of Default or Default would have occurred and no such payment of principal of or interest on the LendersLoans of such Defaulting Lender would have been overdue. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof in immediately available funds without setoff or counterclaim and shall be made to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of the Issuing Bank or the Swingline Lender, as the case may be) at the Administrative Agent’s office specified as notified to the Borrower from time to time at least five Business Days before any change in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction such office. On the date of any kind (other than deductions expressly permitted by this Agreement), the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, Attention of Xxxx Xxxxxx, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment Reimbursement of all LC Disbursements 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 extensionmade as required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) Each borrowing by a each ------------------------------- Borrower from the Lenders hereunder, each payment by each Borrower on account of any commitment fee or acceptance fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the US Commitments or the Canadian Commitments, of the Lenders shall be made pro rata according to the respective US Commitment Percentages Percentages, in the case of the US$ Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to , and the respective Available Commitments C$ Commitment Percentages, in the case of the C$ Lenders. Each payment (including each prepaymentexcluding prepayments pursuant to subsection 4.4(g)) by a each Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the relevant Loans of such Borrower then held by the relevant Lenders. All payments (including prepayments) to be made by a each Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout set off or counterclaim and shall be made prior to 11:00 A.M., Local Time, on the due date thereof to the relevant Administrative Agent, for the account of the Lenders, at the relevant Administrative Agent’s office specified in Section 9.2Office, in DollarsUS Dollars or C$, as the case may be, and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The relevant Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received, but the relevant Borrower shall have satisfied its payment obligation hereunder upon payment to the relevant Administrative Agent, regardless of whether such Administrative Agent distributes such payments as required hereunder. If any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated Banks (except as otherwise provided in subsection 2.25). Unless otherwise required by the terms of this Agreement, each payment under this Agreement or any other Loan Documents shall be applied, first, to lend any fees then due and owing by the Company pursuant to such Borrower subsection 2.4, second, to interest then due and any reduction owing in respect of the Commitments Loans of the Lenders Company, third, to principal then due and owing hereunder and under the Notes of the Company, and, fourth, to any other amounts then due and owing under the Loan Documents. Each payment on account of any fees pursuant to subsection 2.4 for the account of Banks shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Commitment Percentages Letter of Credit Facing Fee and the LendersIssuing Lender Fees). Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower Company on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts due and owing. Without limiting the terms of the preceding sentence, accrued interest on any Loans of denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Borrower then held by the LendersLoan. Payments made pursuant to subsection 2.13 shall be applied in accordance with such section. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in subsection 2.15) and shall be made to the Administrative Agent, Agent for the account of the Lenders, applicable Banks at the Administrative Agent’s office specified in Section 9.2, in Dollars, subsection 9.2 or such other office specified by the Administrative Agent in immediately available funds and without set-off(i) in the case of Loans or other amounts denominated in Dollars, counterclaim shall be made in Dollars not later than 12:00 noon on the date when due and (ii) in the case of Loans or deduction of any kind (other amounts denominated in a Foreign Currency, unless otherwise specified herein, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. The Administrative Agent shall distribute such payments to the Lenders Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder 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; provided, however, that with respect to any LIBORTerm Benchmark Loan to which clause (A) of the definition of “Interest Period” applies, such payment shall be the next preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a under this Credit Agreement or any Credit Document shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Loans to the Borrower and (iii) third, to principal then due and owing hereunder and under the Loans to the Borrower. Each payment on account of any the Commitment Fee hereunder Fees or the Letter of Credit Fees shall be made pro rata according to in accordance with the respective Available Commitments of the Lendersamounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding amounts due and owing hereunder in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Foreign Currency Loans shall be payable in the same Foreign Currency as such Loan. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Loans of shall be applied in accordance with Section 2.8. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such Borrower then held payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the LendersBorrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds (or at such other location mutually agreed to by the Administrative Agent and without set-offthe Borrower with respect to Foreign Currency Loans) and (A) in the case of Loans or other amounts denominated in Dollars, counterclaim shall be made in Dollars not later than 1:00 P.M. on the date when due and (B) in the case of Loans or deduction of any kind (other amounts denominated in a Foreign Currency, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders of Loans hereunder (except as set forth in Section 2.2(b)) shall be made made, each payment by the Borrower on account of any commitment fee hereunder shall be allocated by the Agent, and any reduction of the Tranche A Commitments or the Tranche B Commitments shall be allocated by the Agent, pro rata according to the respective Commitment Specified Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on on, or commitment fees related to, the Loans or Reimbursement Obligations shall be made allocated by the Agent pro rata according to the respective outstanding principal amounts of the Loans Specified Percentages of such Borrower Loans and Reimbursement Obligations then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under any Notes, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made no later than 12:00 Noon New York City without set-off or counterclaim and shall be made prior to 1:00 P.M., Dallas, Texas time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.211.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted funds. Payments received by this Agreement). The Administrative the Agent after such time shall distribute such payments be deemed to have been received on the Lenders promptly upon receipt in like funds as receivednext Business Day. If any payment hereunder becomes due and payable on a day other than a Business Day, the maturity of 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) unless, with respect to payments of Eurodollar Loans only, 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Revolving Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment (other than prepayments) of principal or interest under this Agreement or any Note shall be applied pro rata, first, to any fees then due and owing by a the Borrower pursuant to Section 2.6, 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 Commitment Fee hereunder fees pursuant to Section 2.6 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Available Commitments portion of the LendersLetter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each payment (including each prepayment) by a Borrower on account optional prepayment of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts applied in accordance with Section 2.8(a) and each mandatory prepayment of the Loans of shall be applied in accordance with Section 2.8(b). Prepayments made pursuant to Section 2.15 shall be applied in accordance with such Borrower then held by the Lenderssection. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified on Schedule 9.2 in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other not later than deductions expressly permitted by this Agreement)12:00 Noon on the date when due. 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 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 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except Except as set forth otherwise provided in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All subsections 3.6 through 3.16, all payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Revolving Credit Lenders or the Term Loan Lenders, as the case may be, at the Administrative Agent’s 's office specified in Section 9.2, or pursuant to subsection 11.2 (except as otherwise provided herein) in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled to receive the same promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 Eurodollar 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 (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) 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. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Loan Lenders.

Pro Rata Treatment and Payments. (a) Each borrowing (other than of Swing Line Loans) by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according hereunder, any conversion or continuation pursuant to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower subsection and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee commitment fee hereunder shall be made pro rata according to the respective Available Commitments Commitment Percentages of all Lenders, except that the Lenderscommitment fee payable to the Swing Line Lender shall be calculated in accordance with the provisions of subsection 6.1. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans (other than Swing Line Loans) shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City without set off or counterclaim and shall be made for value prior to 1:00 P.M., Toronto time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders (or Swing Line Lender, at as the case may be), to the Canadian Administrative Agent’s office 's Account and in the currency specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)subsection 6.9. The Administrative Agent shall distribute such payments to the Lenders (or to the Swing Line Lender, as the case may be) promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans and the BA 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 Eurodollar Loan or a BA 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.

Pro Rata Treatment and Payments. (a) Each Except as expressly otherwise provided herein (including in Subsection 11.6(k)), each borrowing of Revolving Loans by a Borrower the Borrowers from the Lenders hereunder shall be made, each payment (except as set forth provided in Section 2.2(bSubsection 4.14(a)) by the Borrowers on account of any commitment fee in respect of the Revolving Commitments hereunder and any reduction (except as provided in Subsections 2.8, 2.10, 2.11, 2.12, 4.5(b), 4.13(d), 4.14(c) or 11.1(g)) of the Revolving Commitments of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the respective Revolving Commitment Percentages (for the avoidance of doubt, for this purpose such Revolving Commitment Percentages shall be determined after reducing an Ancillary Lender’s Ancillary Commitment from its Revolving Commitment) of the Lenders (other than payments in respect of any difference in the Applicable Commitment Fee Percentages in respect of any Tranche); provided that are obligated at the request of the Borrower Representative, in lieu of such application on a pro rata basis among all Revolving Commitments, such reduction may be applied to lend any Revolving Commitments so long as the Maturity Date of such Revolving Commitments precedes the Maturity Date of each other Tranche of Revolving Commitments then outstanding or, in the event more than one Tranche of Revolving Commitments shall have an identical Maturity Date that precedes the Maturity Date of each other Tranche of Revolving Commitments then outstanding, to such Borrower Tranches on a pro rata basis. Except as expressly otherwise provided herein, each borrowing of Acquisition / Capex Loans by the Borrowers from the Lenders hereunder shall be made, each payment (except as provided in Subsection 4.14(a)) by the Borrowers on account of any commitment fee in respect of the Acquisition / Capex Commitments hereunder and any reduction (except as provided in Subsections 2.10, 2.11, 4.13(d), 4.14(c) or 11.1(g)) of the Acquisition / Capex Commitments of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the respective Acquisition / Capex Commitment Percentages of the Lenders. Each payment by a Borrower on account Lenders (other than payments in respect of any difference in the Applicable Commitment Fee hereunder shall be made Percentages in respect of any Tranche); provided that at the request of the Borrower Representative, in lieu of such application on a pro rata according basis among all Acquisition / Capex Commitments, such reduction may be applied to any Acquisition / Capex Commitments so long as the respective Available Maturity Date of such Acquisition / Capex Commitments precedes the Maturity Date of each other Tranche of Acquisition / Capex Commitments then outstanding or, in the Lendersevent more than one Tranche of Acquisition / Capex Commitments shall have an identical Maturity Date that precedes the Maturity Date of each other Tranche of Acquisition / Capex Commitments then outstanding, to such Tranches on a pro rata basis. Each Except as expressly otherwise provided herein, each payment (including each prepayment, but excluding payments made pursuant to Subsections 2.8, 2.9, 2.10, 2.11, 2.12, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 4.14, 11.1(g) or 11.6) by a Borrower the Borrowers on account of principal of and interest on account of any Loans of a given Tranche (other than (v) payments in respect of any difference in the Loans Applicable Margin, Adjusted LIBOR Rate or Alternate Base Rate in respect of any Tranche, (w) any payments pursuant to Subsection 4.4(e) to the extent declined by any Lender in accordance with Subsection 4.4(h), (x) any payments pursuant to Subsection 4.4(l) which shall be made allocated as set forth in Subsection 4.4(l), (y) any prepayments pursuant to Subsection 11.6(h)(i)(2) and (z) any payment accompanying a termination of Revolving Commitments pursuant to the provisos to the first sentence of this Subsection 4.8(a) which shall be applied to the Revolving Loans outstanding under the Tranches under which Revolving Commitments are being terminated) shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower Tranche then held by the respective Lenders; provided that a Lender may, at its option, and if agreed by the Borrower Representative, exchange such Lender’s portion of a Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment, pursuant to the last sentence of Subsection 4.4(g). All payments (including prepayments) to be made by a Borrower the Borrowers hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no later than 12:00 Noon such time is expressly required, prior to 2:00 P.M., New York City time), on the due date thereof to the Administrative Agent, Agent for the account of the Lenders holding the relevant Loans, the L/C Participants, the Lenders, the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative Agent’s office specified in Section 9.2Subsection 11.2, in DollarsEuro or, in the case of Loans outstanding in any Designated Currency and L/C Obligations in any Designated Currency, such Designated Currency and, whether in Euro or any Designated Currency, in immediately available funds and without set-off, counterclaim or deduction of funds. Any pro rata calculations required to be made pursuant to this Subsection 4.8(a) in respect to any kind (other than deductions expressly permitted Revolving Loan denominated in a Designated Currency shall be made on a Euro Equivalent basis. Payments received by this Agreement)the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such L/C Participants, Lenders or Other Representatives, as the Lenders promptly upon receipt case 143 may be, if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as the case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of 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 Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity of 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) 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. This Subsection 4.8(a) may be amended in accordance with Subsection 11.1(d) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Tranches added pursuant to Subsections 2.8, 2.10 and 2.11, as applicable.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (other than any borrowing of Swing Line Loans), each payment by a Borrower on account of any facility fee or utilization fee hereunder (except as set forth in Section 2.2(b)otherwise specifically provided herein) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective relevant Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans made to such Borrower shall be made pro rata according to the respective outstanding principal amounts of or interest, as the Loans case may be, in respect of such Borrower Loans then held by due and owing to the Lenders. All payments (including prepayments) to be made by a Borrower hereunderhereunder and under any Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2subsection 11.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar 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 Eurodollar 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder Lenders, each conversion of a Loan pursuant to Section 3.01(e) or continuation of a Loan pursuant to Section 3.01(f), each payment by the Company on account of any fee (except as set forth other than with respect to fees for the account of the Agent and the Issuing Lender described in Section 2.2(b)) shall be made pro rata according 3.04 and reimbursements by the Company to the respective Commitment Percentages Issuing Lender with respect to drawings under Letters of the Lenders that are obligated Credit pursuant to lend to such Borrower Section 2.03) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Proportions of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenderseach Lender. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made no later than 12:00 Noon New York City time, on the due date thereof without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, Lenders (except as specified in Sections 2.03(b) and Section 3.04) at the Administrative Agent’s office specified Payment Office of the Agent in Section 9.2, in Dollars, Dollars in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds by wire transfer of each Lender's portion of such payment to such Lender for the account of its Lending Office. The Agent may, in its sole discretion, directly charge principal and interest payments and fees due in respect of the Loans to the Company's accounts at the Payment Office or other office of the Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company's accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of "Interest Period", if any payment hereunder 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 or fees shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Subject to Section 2.12(b), each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 12:00 Noon 2:00 P.M., New York City time, on the due date thereof therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.29.2 hereof, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lenders, pro rata except as otherwise provided for herein, promptly upon receipt in like funds as received. If All payments received by the Administrative Agent after 2:00 P.M., New York City time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Except as otherwise specifically provided for in this Agreement, if any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder Lenders, each conversion of a Revolving Credit Loan pursuant to Section 3.01(d) hereof or continuation of a Revolving Credit Loan pursuant to Section 3.01(e) hereof, each payment by the Company on account of any fee (except as set forth in Section 2.2(b)) shall be made pro rata according other than with respect to fees which are expressly payable to the respective Commitment Percentages of Administrative Agent or the Lenders that are obligated to lend to such Borrower Issuing Lender for its own account), and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Proportions of the Lenders. Each reimbursement by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.03 hereof shall be made pro rata for the benefit of the Lenders to the extent such Lender has made available its Commitment Proportion of such drawing in accordance with Section 2.03(b) hereof. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by each Lender. Except as otherwise provided in Section 2.04 hereof, all payments by the LendersCompany on account of principal of and interest on any Swingline Loan shall be made to the Swingline Lender at its office specified on its signature page hereof in Dollars in immediately available funds. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made no later than 12:00 Noon New York City timewithout set-off or counterclaim and, on with respect to payments of the due date thereof Loans shall be made to the Administrative Agent, for the account of the LendersLenders (except as specified above), at the Administrative Agent’s office specified Payment Office in Section 9.2, in Dollars, Dollars in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments with respect to Loans to the Lenders promptly upon receipt in like funds by wire transfer of each Lender's portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company's accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company's accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of "Interest Period", if any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a the Borrower from the Lenders hereunder Lenders, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the Lenders. Each account of a particular Lender under the terms of Section 2.04, Section 2.15, Section 3.01, Section 3.02, Section 3.04, Section 3.05, Section 10.04 or Section 10.15 shall be made for the account of such Lender (or the Swingline Lender in the case of Section 2.15), and (ii) if any Lender shall become a Defaulting Lender, from and after the date upon which such Lender shall have become a Defaulting Lender, any payment (including each prepayment) by a Borrower made on account of principal of or interest on the Loans shall be applied, first for the account of the Lenders other than the Defaulting Lender, pro rata according to the Commitments of such Lenders, until the principal of and interest on the Loans of such Lenders shall be made pro rata according to have been paid in full and, second for the respective outstanding account of such Defaulting Lender, provided that the application of such payments in accordance with this clause (ii) shall not constitute an Event of Default or a Default, and no payment of principal amounts of or interest on the Loans of such Borrower then held by Defaulting Lender shall be considered to be overdue for purposes of Section 2.10(a), if, had such payments been applied without regard to this clause (ii), no such Event of Default or Default would have occurred and no such payment of principal of or interest on the LendersLoans of such Defaulting Lender would have been overdue. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof in immediately available funds without setoff or counterclaim and shall be made to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of the Issuing Bank or the Swingline Lender, as the case may be) at the Administrative Agent’s office specified as notified to the Borrower from time to time at least five Business Days before any change in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction such office. On the date of any kind (other than deductions expressly permitted by this Agreement), the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, Attention of Xxxx Xxxxxx, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment Reimbursement of all LC Disbursements 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 extensionmade as required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder Lenders, each conversion of a Revolving Credit Loan pursuant to Section 3.01(d) hereof or continuation of a Revolving Credit Loan pursuant to Section 3.01(e) hereof, each payment by the Company on account of any fee (except as set forth in Section 2.2(b)) shall be made pro rata according other than with respect to fees which are expressly payable to the respective Commitment Percentages Administrative Agent or the Issuing Lender for its own account), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of the Lenders that are obligated Credit pursuant to lend to such Borrower Section 2.03 hereof, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Proportions of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by each Lender. Except as otherwise provided in Section 2.04, all payments by the LendersCompany on account of principal of and interest on any Swingline Loan shall be made to the Swingline Lender at its office specified on its signature page hereof in Dollars in immediately available funds. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made no later than 12:00 Noon New York City timewithout set-off or counterclaim and, on with respect to payments of the due date thereof Loans shall be made to the Administrative Agent, for the account of the LendersLenders (except as specified above), at the Payment Office of the Administrative Agent’s office specified Agent in Section 9.2, in Dollars, Dollars in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments with respect to Loans to the Lenders promptly upon receipt in like funds by wire transfer of each Lender's portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company's accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company's accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of "Interest Period", if any payment hereunder 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.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower hereunder, and any reduction of the Commitments of the Lenders shall be made allocated by the Administrative Agent pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All Except as otherwise set forth herein, all payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim in immediately available funds and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Payment Office, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If Except as otherwise set forth herein, if any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, 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 Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity of 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) 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.

Pro Rata Treatment and Payments. (a) Each Except as expressly otherwise provided for herein, each borrowing of Tranche A Revolving Credit Loans or Tranche A-1 Revolving Credit Loans, as applicable (other than Swing Line Loans), by a Borrower any of the applicable Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made made, each payment by any of the Borrowers on account of any commitment fee in respect of the Tranche A Commitments or Tranche A-1 Commitments, as applicable, hereunder shall be allocated by the Administrative Agent, and any reduction of the Tranche A Commitments or Tranche A-1 Commitments of the Lenders, as applicable, shall be allocated by the Administrative Agent, in each case pro rata according to the respective Tranche A Commitment Percentages Percentage or Tranche A-1 Commitment Percentage, as applicable, of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the applicable Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Except as expressly otherwise provided for herein, each payment (including each prepaymentprepayment (but excluding payments made pursuant to subsection 2.6, 2.7, 4.5(c), 4.9, 4.10, 4.11, 4.12, 4.13(d), 4.17(c) or 11.1(f))) by a Borrower any of the applicable Borrowers on account of principal of and interest on the any Tranche A Revolving Credit Loans or Tranche A-1 Revolving Credit Loans, as applicable, shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Revolving Credit Loans of such Borrower then held by the relevant Revolving Lenders, and each payment on account of principal of and interest on any loans made pursuant to any Tranche established after the date of this Agreement shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such Tranche) among the Lenders with commitments under any Incremental Facility in respect thereof or with participations in such Tranche (in each case subject to any limitations on non-pro rata payments otherwise provided for in subsection 2.6(b)). All payments (including prepayments) to be made by a Borrower any of the Borrowers hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made no later than 12:00 Noon without set-off or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the LendersLenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent’s office specified in Section 9.2subsection 11.2, in Dollars or Canadian Dollars, as applicable and, whether in Dollars or Canadian Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted funds. Payments received by this Agreement)the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such Lenders, if any such payment is received prior to 1:00 P.M., New York City time (or such later time as may be agreed to by the Lenders promptly upon receipt Administrative Agent), on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurocurrency Loans or BA Equivalent Loans) becomes due and payable on a day other than a Business Day, the maturity of 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 Eurocurrency Loan or BA Equivalent Loans becomes due and payable on a day other than a Business Day, the maturity of 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) 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. This subsection 4.8(a) may be amended in accordance with subsection 11.1(g) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to subsections 2.6, 2.7 and 11.1(d), as applicable. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Administrative Agent for the account of the Lenders, the relevant Swing Line Lender or the relevant Issuing Lender hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent at a rate equal to the daily average Federal Funds Effective Rate or the rate set by the Bank of Canada for settlement of Canadian Dollar interbank obligations, as applicable, and as quoted by the Administrative Agent. 107