Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower from the Lenders on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders entitled or obligated thereto. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the respective outstanding principal amounts on relevant Commitment Percentages of the Loans then held by the LendersLenders entitled thereto. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, in Dollars lawful money of the United States of America and in immediately available funds. 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and Lenders, any Advances or reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon1:00 p.m., CharlotteDallas, North Carolina Texas time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's ’s office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans ------------------------------- hereunder shall be made, each payment by the Borrower from on account of any commitment fee hereunder shall be allocated by the Lenders hereunder Administrative Agent, and any reduction of the Commitments of the Lenders Total Commitment shall be made allocated by the Administrative Agent, pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Specified Percentages of the Participation Agreement and Section 2.11(b) hereof, each --- ---- Lenders. Each payment (including without limitation each prepayment) by 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 Administrative Agent to the Lenders pro rata according to the respective outstanding principal amounts on the Specified Percentages of such Loans --- ---- and Reimbursement Obligations then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the any Notes, whether on account of principal, interest interest, fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon2:00 P.M., Charlotte, North Carolina 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 9.212.2, in Dollars and in immediately available funds. The Payments ------------ received by the Administrative 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; provided, however(and, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such payment includes an amount extension) unless, with respect to payments of interest calculated with reference to the Eurodollar Rate and Loans only, the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders U.S. R/C Loans shall be made pro rata according to their respective the then existing U.S. Commitments of the US$ Banks. Each borrowing of C$ R/C Loans shall be made pro rata according to the then existing Canadian Commitments of the C$ Banks. Any reduction of the amount of the Commitments of the Banks hereunder (except for the termination or reduction of a particular Bank's Commitment pursuant to Section 4.11(a)) shall be made pro rata according to the amounts of the then existing relevant Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the a Facility Borrower on account of principal of and interest on (except for payments to a particular Bank pursuant to Section 2.5, 4.10, 4.11, 4.12 or 4.13) any category of Loan (other than Eurodollar Loans) shall be made on a pro rata basis according to the amounts of the then outstanding 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 on the of such Eurodollar Loans then held by the LendersUS$ Banks. All payments (including without limitation prepayments) to be made by the relevant Facility Borrower hereunder and under the Notes, whether on account of principal, interest or otherwiseinterest, fees and other amounts shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, relevant Agent for the account of the Lenders, relevant Banks at the Agent's office specified of the relevant Agent referred to in Section 9.2, 12.2 in Dollars and or C$, as applicable, in immediately available funds. The 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; provided. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) 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 12.10.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans (other than Swing Line Loans) by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) and any reduction of the Revolving Credit Commitments or Incremental Commitments of the Lenders hereunder shall be made pro pro-rata according to their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars and in immediately available fundsSame 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 Amended Agreement. 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereofBanks hereunder, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans Revolving Credit Loans, each payment by Borrower on account of any commitment fee hereunder and any reduction of the Revolving Credit Loan Commitments and/or the L/C Commitments shall be made pro rata according to the respective outstanding principal amounts on the Loans Revolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, as appropriate, then held by the LendersBanks. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, CharlotteColumbus, North Carolina Ohio time, on the due date thereof to the Agent, for the account of the LendersBanks, at the Agent's office specified 100 Xxxx Xxxxx Xxxxxx xxxice in Section 9.2Columbus, Ohio, in Dollars and in immediately available funds. The Agent shall distribute such payments to the Lenders Banks promptly upon receipt in like funds as received. If any payment hereunder on a Prime Rate Loan becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment hereunder on a Eurodollar Rate Loan becomes due and payable on a day other than a Business Day, such payment includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepaymentprepayment but excluding prepayments pursuant to Section 3.8 or Section 3.12(d) and purchases pursuant to Section 3.4(b)) by the Borrower on account of principal of and interest on the any Term Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts on of the Term Loans then held by the respective Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees, or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding the relevant Term Loan, at the Administrative Agent's ’s office specified in Section 9.210.2, in Dollars and Dollars, in immediately available funds. Payments received by 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; provided, howeverand, if 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 includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, 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 the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in subsections 5.10 and 5.11) and any reduction of the Revolving Credit Commitments, Tranche B Term Loan Commitments, or Additional Term Loan Commitments of the Lenders hereunder shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 5.6, 5.19, 5.20 and 5.21) shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by relevant Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 270 Park Avenue, New York, New York 10017, in Dollars and in immediately available fundsSame Day Funds. The Agent shall distribute Adxxxxxxxxxxxx Xxxxx xxxxx xxxxxxxx xxxxxxxute 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina New York time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Lenders. Except as otherwise provided in Section 2.11(b) hereof2.5, Section 8 or Section 9.1(b), each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans 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 without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 and in immediately available 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; provided. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as provided in Section 2.3(d), each borrowing by the Borrower from the Lenders hereunder (other than borrowings of Swingline Loans), each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective CommitmentsCommitment Percentages of the Lenders. Subject to the provisions of Section 8.7 of the Participation Agreement Sections 2.3(d) and Section 2.11(b) hereof3.8(c), each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the 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). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noonnoon, Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 9.2’s Office, in Dollars and in immediately available fundsfunds (and funds 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 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, 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 Except as contemplated by Section 2.4, (i) each borrowing of Loans by the Borrower DW Animation from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject Commitment Percentages of the Lenders, (ii) each reduction of the Commitments and each payment in respect of Commitment Fees shall be made pro rata according to the provisions of Section 8.7 respective Commitment Percentages of the Participation Agreement Lenders and Section 2.11(b(iii) hereof, each payment (including without limitation each prepayment) by the 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 on the amount of such Loans then held by the Lenders (other than Defaulting Lenders if otherwise provided under Section 2.18). 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 without limitation prepayments) to be made by the Borrower hereunder and under the NotesDW Animation hereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.210.2, in Dollars and in immediately available 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Agent's office specified in Section 9.2Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due and payable by the Borrower 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, and (iii) third, towards the payment of all other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amount of such amounts then due to such parties. 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; provided. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans ------------------------------- hereunder shall be made, each payment by the Borrower from on account of any commitment fee hereunder shall be allocated by the Lenders hereunder Administrative Agent, and any reduction of the Commitments of the Lenders shall be made allocated by the Administrative Agent, pro --- rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Specified Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each ---- payment (including without limitation each prepayment) by 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 Administrative Agent pro rata according to --- ---- the respective outstanding principal amounts on the Specified Percentages of such Loans and Reimbursement Obligations then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the any Notes, whether on account of principal, interest interest, fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noonnoon, CharlotteDallas, North Carolina Texas 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 and in immediately ------------ available funds. The Payments received by the Administrative 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; provided, however(and, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such payment includes an amount extension) unless, with respect to payments of interest calculated with reference to the Eurodollar Rate and Loans only, the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, 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 the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in subsections 8.10 and 8.11) and any reduction of the Revolving Credit Commitments or Incremental Revolving Loan Commitments of the Lenders hereunder shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower 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 on the Loans then held by relevant Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction of the Commitments of the Lenders (other than as set forth in subsection 4.10) shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 Term Loan Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Term Loans (other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by Term Loan Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans), each payment by the Borrower from the Lenders Company on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders entitled or obligated thereto. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.19, 4.20 and 4.21) shall be made pro rata according to the respective outstanding principal amounts on relevant Commitment Percentages of the Loans then held by the LendersLenders entitled thereto. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, in Dollars lawful money of the United States of America and in immediately available funds. 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) 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 their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 located at 10 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx in Section 9.2, in Dollars and in immediately available fundsSame 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., CharlotteSan Francisco, North Carolina California time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The Agent shall endeavor to distribute such payments to the Lenders promptly upon within two (2) days after 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, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, 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 the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in subsections 4.9, 4.10 and 4.11), and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata PRO RATA according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.19, 4.20 and 4.21) shall be made pro rata PRO RATA according to the respective outstanding principal amounts on the Loans then held by relevant Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, 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 the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in subsections 8.10 and 8.11) and any reduction of the Revolving Credit Commitments or Acquisition Loan Commitments of the Lenders hereunder shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower 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 on the Loans then held by relevant Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) 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 their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 located at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx in Section 9.2, in Dollars and in immediately available fundsSame 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina New York City time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section subsection 9.2, in Dollars and in immediately available funds. The Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal and interest amounts of the Revolving Loans then held by the Lenders, and 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 and interest amounts of the Term Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff setoff, deduction or counterclaim and shall be made prior to 12:00 Noon11:00 a.m., Charlotte, North Carolina Los Angeles time, on the due date thereof to the Agent, for the account of the applicable Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference 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 Rate 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, then in which event such payment shall be made on the immediately preceding Eurodollar Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the any Senior Interim Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts on of the Senior Interim Loans then held by the respective Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 p.m., Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent's ’s office specified in Section 9.2subsection 10.2, and shall be made in Dollars and in immediately available funds. Payments received by 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; provided, howeverand, if 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 includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, CharlotteAustin, North Carolina Texas time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereofBanks hereunder, each payment ayment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans Loans, each payment by Borrower on account of any commitment fee hereunder and any reduction of the Revolving Credit Loan Commitments and/or the L/C Commitments shall be made pro rata according to the respective outstanding principal amounts on the Loans Revolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, as appropriate, then held by the LendersBanks. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, CharlotteColumbus, North Carolina Ohio time, on the due date thereof to the Agent, for the account of the LendersBanks, at the Agent's office specified 100 Xxxx Xxxxx Xxxxxx xxxice in Section 9.2Columbus, Ohio, in Dollars and in immediately available funds. The Agent shall distribute such payments to the Lenders Banks promptly upon receipt in like funds as received. If any payment hereunder on a Prime Rate Loan becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment hereunder on a Eurodollar Rate Loan becomes due and payable on a day other than a Business Day, such payment includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower from the Lenders on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders entitled or obligated thereto. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the respective outstanding principal amounts on relevant Commitment Percentages of the Loans then held by the LendersLenders entitled thereto. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 0000 Xxxxxx Xxxxxx, 8t h Floor, Houston, Texas 77002, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the any Term Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts on of the Term Loans then held by the respective Lenders. All payments (including without limitation prepayments) to be made by any of the Borrower hereunder and under the NotesBorrowers hereunder, whether on account of principal, interest interest, fees, or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., Charlotte, North Carolina New York City time, on the due date thereof to the Agent, Administrative Agent for the account of the Lenders, Lenders holding the relevant Loans at the Administrative Agent's ’s office specified in Section 9.2subsection 10.2, in Dollars and in immediately available funds. Payments received by 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; provided, howeverand, if 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 includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrower Company from the Lenders hereunder and each payment by the Company on account of any reduction fee (other than fees for the account of the Commitments of the Lenders Agent) shall be made pro rata according to their respective Commitmentseach Lender's Commitment Percentage, except as otherwise expressly provided herein. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the of such Loans then held by the Lenderseach Lender. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, for the account of the LendersLenders (except for fees for the account of the Agent), at the Agent's office specified in Section 9.2designated for such purpose, in Dollars and in immediately available fundsfunds not later than 12:00 noon, Chicago time, on the date on which such payment shall become due. Any payment received after such time on any Business Day shall be deemed to have been received on the next Business Day. The Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as receivedon the day of receipt or deemed receipt of such payments. 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, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension. Anything contained herein to the contrary notwithstanding, any payments received by any Lender or its Affiliates on account of Bank Product Obligations or Hedging Obligations after the occurrence and during the continuance of any Default or Event of Default shall be reapplied in accordance with Section 6.5 of the Guaranty and Collateral Agreement and to that end, the Lenders shall, if necessary, purchase participation in the Obligations of other Lenders to effectuate such application.

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of a Borrowing comprised of Swing Line Loans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction in respect of the Commitments a Tranche of the Lenders Loans (other than as set forth in Section 4.10) shall be made pro rata to the Lenders according to their respective CommitmentsPro Rata Percentage in respect of such Tranche. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than as set forth in Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the respective outstanding principal amounts on the Loans then held by the Lenderstheir Pro Rata Percentage in respect of such Tranche. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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 Tranche 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 Tranche Rate Loan becomes due and payable on a day other than a Business Day; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as provided in subsection 2.3(f), each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata PRO RATA according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata PRO RATA according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 9.2subsection 10.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the 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, such payment shall be extended to the next succeeding Business Day; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, 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 of any Loans (other than Swing Line Loans) by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) and any reduction of the Revolving Credit Commitments or Incremental Commitments of the Lenders hereunder shall be made pro pro-rata according to their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars and in immediately available fundsSame 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 Amended Agreement. 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower HCC from the Lenders Banks hereunder, each payment by HCC on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders Banks shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Banks. Each payment (including without limitation each prepayment) by the Borrower HCC on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the LendersBanks. All payments (including without limitation prepayments) to be made by the Borrower HCC hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina New York City time, on the due date thereof to the Agent, for the account of the LendersBanks, at the Agent's office specified in Section 9.2, subsection 11.2 in Dollars and in immediately available funds. The Agent shall distribute such payments to the Lenders 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder of Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereofBanks. Unless otherwise required by the terms of this Agreement, each payment (including without limitation each prepayment) under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower Company pursuant to subsection 2.4, second, to interest then due and owing in respect of the Notes of the 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 the Banks shall be made pro rata in accordance with the respective amounts due and owing. Each payment by the Company on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lendersdue and owing. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff defense, set-off or counterclaim (except as provided in subsection 2.15(b)) and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, Administrative Agent for the account of the Lenders, Banks at the Administrative Agent's ’s office specified in Section 9.2, in Dollars and subsection 9.2 or such other office specified by the Administrative Agent in immediately available fundsfunds and shall be made in Dollars not later than 9:00 A.M., San Francisco, California time 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as provided in Sections 2.3(g) and 3.8(c), each borrowing by the Borrower from the Lenders hereunder (other than borrowings of Swingline Loans), each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective CommitmentsCommitment Percentages of the Lenders. Subject to the provisions of Section 8.7 of the Participation Agreement Sections 2.3(g) and Section 2.11(b) hereof3.8(c), each payment (including without limitation each prepayment) by 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 on of the Revolving Loans then held by the 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). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noonnoon, Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 9.2’s Office, in Dollars and in immediately available fundsfunds (and funds 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 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, 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 by the Borrower from the Lenders hereunder of Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereofBanks. Unless otherwise required by the terms of this Agreement, each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to subsection 2.4, second, to interest then due and owing in respect of the Notes of the 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 the Banks shall be made pro rata in accordance with the respective amounts due and owing. Each payment (including without limitation each prepaymentother than prepayments) by the Borrower Company on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lendersdue and owing. Payments made pursuant to subsection 2.13 shall be applied in accordance with such section. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff defense, set-off or counterclaim (except as provided in subsection 2.15(b)) and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, Administrative Agent for the account of the Lenders, Banks at the Administrative Agent's ’s office specified in Section 9.2, in Dollars and subsection 9.2 or such other office specified by the Administrative Agent in immediately available fundsfunds and shall be made in Dollars not later than 12:00 noon New York City time 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders Aggregate Commitment shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by 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 on the of such Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 and in immediately available 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference 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 Rate 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, then in which event such payment shall be made on the immediately preceding Eurodollar Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower HCC ------------------------------- from the Lenders hereunder, each payment by HCC on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower HCC on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the NotesHCC hereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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, subsection 11.2 in Dollars and in immediately available 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the ------------------------------- Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, Reimbursement Obligations, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, CharlotteDallas, North Carolina Texas 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 10.2, in Dollars and in immediately available 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each The borrowing by of the Borrower from the Lenders hereunder Term Loan and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans reductions thereof shall be made pro rata according to the respective outstanding principal amounts on amount of the Term Loans then held by each Lender. Each payment under this Credit Agreement or any Term Loan 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 LendersTerm Loan and (iii) third, to principal then due and owing hereunder and under the Term Loan. Each voluntary repayment on account of principal of the Term Loan shall be applied in accordance with Section 2.4. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, and fees shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.13(b)) and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, Administrative Agent for the account of the Lenders, Lenders at the Administrative Agent's ’s office specified in Section 9.2, in Dollars and 10.2 in immediately available fundsfunds and shall be made in Dollars not later than 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference 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 Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each ------------------------------- prepayment) by the Borrower Company on account of principal of and interest on on, the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower Company hereunder and or by any Credit Party under the Notesany Loan Document, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina New York City time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section subsection 9.2, in Dollars and in immediately available funds. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. The Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder or under any other Loan Document becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension. If at any time insufficient funds are received by and available to the Agent to pay fully all amounts of principal, interest and fees then due hereunder or under any other Loan Document, 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.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower ------------------------------- from the Lenders hereunder hereunder, and any reduction of the Commitments of Aggregate Revolving Loan Commitment or the Lenders Aggregate Incremental Loan Commitment, shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Revolving Loan Commitment Percentage, Term A Commitment Percentage, Term B Commitment Percentage and Incremental Commitment Percentage, as applicable, of the Participation Agreement and Section 2.11(b) hereof, each applicable Lenders. Each payment (including without limitation each prepayment) by 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 on the of such Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina Los Angeles time, on the due date thereof to the Agent, for the account of the applicable Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference 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 Rate 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, then in which event such payment shall be made on the immediately preceding Eurodollar Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder (other than Swing Line Loans), each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as the provisions of Section 8.7 case may be, of the Participation Agreement Lenders. Except as provided in Sections 2.9 and Section 2.11(b) hereof2.10, each payment (including without limitation each prepayment) by the 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 on of, and interest on, the respective Revolving Credit Loans or Term Loans, as the case may be, of the Lenders then held by the due and owing to such Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 and in immediately available 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation 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 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 on the of such Loans then held by the Lendersrespective Lenders (or as otherwise provided in the applicable Incremental Commitment Amendment or Extension Amendment). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 p.m., Charlotte, North Carolina 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 ’s office specified in Section 9.2subsection 10.2, and shall be made in Dollars and in immediately available funds. Payments received by 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension.such

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of a Borrowing comprised of Swing Line Loans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction in respect of the Commitments a Tranche of the Lenders Loans (other than as set forth in Section 4.10) shall be made pro rata to the Lenders according to their respective CommitmentsPro Rata Percentage in respect of such Tranche. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than as set forth in Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the respective outstanding principal amounts on the Loans then held by the Lenderstheir Pro Rata Percentage in respect of such Tranche. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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; providedDay and, however, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, 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 AMERICAS 94977503 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 the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment, but excluding payments made pursuant to subsection 2.6, 3.9, 3.10, 3.11, 3.12, 3.13(d) or 10.1(f), and subject to subsection 3.4(h)) by the Borrower on account of principal of and interest on any Tranche of Loans (other than (x) any payment pursuant to subsection 3.4(b) or (c), to the Loans extent declined by any Lender as provided in 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 on the Loans of such Tranche then held by the Lendersrespective Lenders (or as otherwise provided in the applicable Incremental Commitment Amendment or Extension Amendment, as applicable). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, relevant Lenders at the Administrative Agent's ’s office specified in Section 9.2subsection 10.2, and shall be made in Dollars and in immediately available funds. Payments received by 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; provided, howeverand, if 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 includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as provided in SECTION 2.14(b)(ii), each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of any Category of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions Commitment Percentages of Section 8.7 such Category of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Series A Loans or the Series B Loans, as the case may be, shall be made pro rata according to the respective outstanding principal amounts on the Loans of each such Category then held by the Lenderseach Lender. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff setoff, counterclaim or counterclaim other defense and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 SECTION 9.2, in Dollars and in immediately available 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; providedPROVIDED, howeverHOWEVER, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing (other than of Swing Line Loans) by the a Borrower from the Lenders hereunder hereunder, any conversion or continuation pursuant to subsection 6.6 and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective CommitmentsCommitment Percentages of the Lenders. Subject Each payment by a Borrower on account of any commitment fee hereunder shall be made pro rata according to the respective Commitment Percentages of all Lenders, except that the commitment fee payable to the Swing Line Lender shall be calculated in accordance with the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each subsection 6.1. Each payment (including without limitation each prepayment) by the a Borrower on account of principal of and interest on the Loans (other than (i) Swing Line Loans and (ii) payments from the proceeds of Collateral, which shall be applied in accordance with the provisions of the relevant Security Documents and subsections 6.4(c) and 14.14(d)) shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the a Borrower hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders or the Swing Line Lender, as the case may be, at the Administrative Agent's office specified in Section 9.2Account, in Dollars and in immediately available funds. 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) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to Percentages, as the provisions of Section 8.7 case may be, of the Participation Agreement and Section 2.11(b) hereof, each relevant Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. Each payment made at any time when any amount hereunder is due and payable shall be made pro rata according to the respective amounts then due and payable to the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 and in immediately available funds. Payments received by 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 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; provided. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) and any reduction of the Revolving Credit Commitments or Revolving Credit Commitment Increases of the Lenders hereunder shall be made pro pro-rata according to their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 located at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx in Section 9.2, in Dollars and in immediately available fundsSame 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing ------------------------------- participation in the Advances by the Borrower from the Lenders Participants hereunder and any each reduction of the Commitments of the Lenders Participants shall be made pro rata among the Tranche --- ---- A Participants and Tranche B Participants according to their the respective CommitmentsCommitment Percentages of each such Participant. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereofExcept as otherwise provided in Sections -------- 3.10 - 3.20, each payment (including without limitation each prepayment) by the Borrower Lessor on account ----------- of principal Participation Interests representing the amount of and interest on the Loans Advances shall be made pro rata among the Tranche A Participants and Tranche B --- ---- Participants according to the respective outstanding principal amounts on the Loans then held by the LendersParticipation Interests of each such Participant. All payments (including without limitation prepayments) to be made by the Borrower Lessor hereunder and under to the NotesParticipants with respect to their Participation Interests, whether on account of principal, interest or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee and shall be made without setoff or counterclaim and shall be made prior to 12:00 Noonnoon, Charlotte, North Carolina San Francisco time, on the due date thereof to the Agent, for the account of the LendersParticipants, at the Agent's office specified referred to in Section 9.215.3 of this ------------ Agreement, in Dollars and in immediately available funds. The Agent shall distribute such payments to the Lenders Participants promptly upon receipt in like funds as 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; provided. If any payment of Participation Interests in an Advance becomes due and payable on a day other than a Business Day, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 of principal pursuant to the preceding two (2) sentences, interest 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 borrowing by the Borrower from the Lenders hereunder (other than Swing Line Loans), each payment by the Borrower on account of any Commitment Fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders holding obligations in respect of which such amounts were paid. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and (subject to the provisions of subsections 5.4, 5.6, 5.7 and 5.8) interest on the Loans (other than Swing Line Loans) shall be made pro rata according to the respective outstanding principal amounts on the of such Loans then held by the Lenders. All Except as otherwise set forth herein, all payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon2:00 P.M., Charlotte, North Carolina 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 9.2subsection 12.3, in Dollars and in immediately available 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Revolving Credit Commitments of the Revolving Lenders or the Delayed Draw Term Loan Commitments of the Delayed Draw Term Lenders shall be made pro rata according to their respective Commitmentsthe amounts of such Revolving Lenders’ or Delayed Draw Term Lenders’, as applicable, Commitment Percentages. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the Borrower Borrowers 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 on the of such ABR Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on Loans which are Eurodollar Loans designated by the Borrowers to be applied to a particular Eurodollar Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the NotesBorrowers hereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, 1:00 p.m. on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent's office ’s Office specified in Section 9.2, 9.01 in Dollars and in immediately available funds. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 7.01, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, 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 the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) 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 their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 270 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars and in immediately available fundsSame 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans (other than Swing Line Loans) by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) 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 their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars and in immediately available fundsSame 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each Except as otherwise expressly provided herein, each borrowing by the Borrower Company from the Lenders hereunder, each payment by the Company on account of any commitment fee hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereofLenders. Except as otherwise expressly provided herein, each payment (including without limitation each prepayment) by the Borrower 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 on of the Revolving Credit Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the NotesCompany hereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon1:30 P.M., Charlotte, North Carolina 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 and in immediately available 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day (in which case 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans ------------------------------- hereunder shall be made, each payment by the Borrower from on account of any commitment fee hereunder shall be allocated by the Lenders hereunder Administrative Agent, and any reduction of the Commitments of the Lenders shall be made allocated by the Administrative Agent, pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Specified Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by 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 Administrative Agent pro rata according to the respective outstanding principal amounts on the Specified Percentages of such Loans and Reimbursement Obligations then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the any Notes, whether on account of principal, interest interest, fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noonnoon, CharlotteDallas, North Carolina Texas 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 and in immediately available funds. The Payments received by the Administrative 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; provided, however(and, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such payment includes an amount extension) unless, with respect to payments of interest calculated with reference to the Eurodollar Rate and Loans only, the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any facility fee and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to Term Loan Percentages or Revolving Credit Percentages, as the provisions of Section 8.7 case may be, of the Participation Agreement and Section 2.11(b) hereof, each relevant Lenders. Each payment (including without limitation 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 on of the Term Loans then held by the Term Loan Lenders. Each payment (including each prepayment) by 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 then held by the Revolving Credit Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 11:00 A.M. Los Angeles time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section subsection 9.2, in Dollars and in immediately available funds. The 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of a Borrowing comprised of Swing Line Loans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction in respect of the Commitments a Tranche of the Lenders Loans (other than as set forth in Section 4.10) shall be made pro rata to the Lenders according to their respective CommitmentsPro Rata Percentage in respect of such Tranche. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than as set forth in Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the respective outstanding principal amounts on the Loans then held by the Lenderstheir Pro Rata Percentage in respect of such Tranche. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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 EurodollarTranche 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 EurodollarTranche Rate Loan becomes due and payable on a day other than a WorkingBusiness Day; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding WorkingBusiness 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, then month in which event such payment shall be made on the immediately preceding Business WorkingBusiness Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrower from the Lenders hereunder Lenders, each payment (including each prepayment) by the Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans hereunder shall be made pro rata according to the respective outstanding 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 account of a particular Lender under the terms of Section 2.04, 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, 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 made on account of principal amounts of or interest on the Loans then held by 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 have been paid in full and, second for the 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 of or interest on the Loans of such 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 Loans of such Defaulting Lender would have been overdue. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, and fees shall be made in immediately available funds without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, for the account Administrative Agent on behalf of the Lenders, Lenders at the Administrative Agent's ’s office specified as notified to the Borrower from time to time at least five Business Days before any change in Section 9.2such office. On the date of this Agreement, in Dollars and in immediately available fundsthe 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 shall be extended to the next succeeding Business Day; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, 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 the Borrower Company from the Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in subsections 4.9, 4.10 and 4.11), and payments to Lenders hereunder in respect of proceeds of Collateral and any reduction of the Term Loan Commitments and the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata PRO RATA according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.19, 4.20 and 4.21) shall be made pro rata PRO RATA according to the respective outstanding principal amounts on the Loans then held by relevant Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 000 Xxxx Xxxxxx, in Dollars Xxx Xxxx, Xxx Xxxx 00000, xx xxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing participation in the Advances by the Borrower from the Lenders Participants hereunder and any each reduction of the Commitments of the Lenders Participants shall be made pro rata among the Tranche A Participants and Tranche B Participants according to their the respective CommitmentsCommitment Percentages of each such Participant. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereofExcept as otherwise provided in Sections 3.10 - 3.20, each payment (including without limitation each prepayment) by the Borrower Lessor on account of principal Participation Interests representing the amount of and interest on the Loans Advances shall be made pro rata among the Tranche A Participants and Tranche B Participants according to the respective outstanding principal amounts on the Loans then held by the LendersParticipation Interests of each such Participant. All payments (including without limitation prepayments) to be made by the Borrower Lessor hereunder and under to the NotesParticipants with respect to their Participation Interests, whether on account of principal, interest or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee and shall be made without setoff or counterclaim and shall be made prior to 12:00 Noonnoon, Charlotte, North Carolina timeChicago Time, on the due date thereof to the Agent, for the account of the LendersParticipants, at the Agent's office specified referred to in Section 9.215.3 of this Agreement, in Dollars and in immediately available funds. The Agent shall distribute such payments to the Lenders promptly upon receipt Participants on the same day if received prior to 12:00 noon, Chicago Time and on the next Business Day if received after such time in like funds as 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; provided. If any payment of Participation Interests in an Advance becomes due and payable on a day other than a Business Day, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 of principal pursuant to the preceding two (2) sentences, interest 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 borrowing of any Loans by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) 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 their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than 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 on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 located at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx in Section 9.2, in Dollars and in immediately available fundsSame 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans (other than Swing Line Loans) by the Borrower Company from the Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in subsections 4.9, 4.10 and 4.11), and payments to Lenders hereunder in respect of proceeds of Collateral and any reduction of the Term Loan Commitments and the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata PRO RATA according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.19, 4.20 and 4.21) shall be made pro rata PRO RATA according to the respective outstanding principal amounts on the Loans then held by relevant Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 270 Park Avenue, New York, New York 10017, in Dollars and in immediately available fundslawful money of the Xxxxxx Xxxxxx xx Xxxxxxx xxx xx xxxxxxxxxxx xxxxxxxxx xxxxx. The Xxx Xxxxxxxxxxxxxe 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as provided in ------------------------------- subsection 2.4(b) and (c), each borrowing of Loans (other than Swing Line Loans) by the Borrower from the Lenders hereunder shall be made, each payment by the Borrower on account of any commitment fee 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 their respective Commitments. Subject to the provisions of Section 8.7 relevant --- ---- Commitment Percentages of the Participation Agreement and Section 2.11(b) hereofLenders. Except as provided in subsection 2.4(c), each payment (including without limitation each prepayment) by the Borrower 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 on the of such Revolving Credit Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the any Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 NoonP.M., Charlotte, North Carolina Toronto time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding such Notes, at the Administrative Agent's office specified in Section 9.2subsection 12.2, in Canadian Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt such Lenders, if any such payment is received prior to 12:00 Noon, Toronto 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 Acceptances) 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as provided in Sections 2.3(e) and 3.8(c), (i) the borrowing of Closing Date Loans by the Borrower from the Lenders hereunder and any reduction shall be made pro rata according to the respective Commitment Percentages of the Commitments Lenders and (ii) the borrowing of Incremental Loans by the Borrower from the applicable Increasing Lenders shall be made pro rata according to their the respective CommitmentsIncremental Commitments of such Increasing Lenders. Subject to the provisions of Section 8.7 of the Participation Agreement Sections 2.3(e) and Section 2.11(b) hereof3.8(c), each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noonnoon, Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 9.2’s Office, in Dollars and in immediately available fundsfunds (and funds 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 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, 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 participation in ------------------------------- the Advances by the Borrower from the Lenders Participants hereunder and any each reduction of the Commitments of the Lenders Participants shall be made pro rata among the Tranche A Participants, Tranche B Participants and Tranche C Participants according to their the respective CommitmentsCommitment Percentages of each such Participant. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereofExcept as otherwise provided in Sections 3.11 - 3.21, each payment (including without limitation each prepayment) by the Borrower Lessor -------------------- on account of Participation Interests representing the principal amount of or equity investment in and interest or Yield on the Loans Advances shall be made pro rata among the Tranche A Participants, Tranche B Participants and Tranche C Participants according to the respective outstanding principal amounts on the Loans then held by the LendersParticipation Interests of each such Participant. All payments (including without limitation prepayments) to be made by the Borrower Lessor hereunder and under to the NotesParticipants with respect to their Participation Interests, whether on account of principal, interest equity investment, interest, Yield or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee and shall be made without setoff or counterclaim and shall be made prior to 12:00 Noonnoon, Charlotte, North Carolina San Francisco time, on the due date thereof to the Agent, for the account of the LendersParticipants, at the Agent's office specified referred to in Section 9.215.3 of this Participation Agreement, in Dollars and in immediately ------------ available funds. The Agent shall distribute such payments to the Lenders Participants promptly upon receipt in like funds as 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; provided. If any payment of Participation Interests in an Advance becomes due and payable on a day other than a Business Day, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 of principal pursuant to the preceding two (2) 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 borrowing of any Loans (other than Swing Line Loans) by the Borrower Company from the Lenders Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) and any reduction of the Revolving Credit Commitments or Incremental Commitments of the Lenders hereunder shall be made pro pro-rata according to their respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in Sections 5.5(c), 5.6, 5.19, 5.20 and 5.21) shall be made pro pro-rata according to the respective outstanding principal amounts on the Loans then held by Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars and in immediately available fundsSame 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon All payments hereunder shall be payable at the then applicable rate during such extensionmade in Dollars.

Pro Rata Treatment and Payments. (a%3) Each borrowing Except in the case of a Borrowing comprised of Swing Line Loans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction in respect of the Commitments a Tranche of the Lenders Loans (other than as set forth in Section 4.10) shall be made pro rata to the Lenders according to their respective CommitmentsPro Rata Percentage in respect of such Tranche. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than as set forth in Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the respective outstanding principal amounts on the Loans then held by the Lenderstheir Pro Rata Percentage in respect of such Tranche. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of a Borrowing comprised of Swing Line Loans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction in respect of the Commitments a Tranche of the Lenders Loans (other than as set forth in Section 4.10) shall be made pro rata to the Lenders according to their respective CommitmentsPro Rata Percentage in respect of such Tranche. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than as set forth in Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the respective outstanding principal amounts on the Loans then held by the Lenderstheir Pro Rata Percentage in respect of such Tranche. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Revolving Commitment Percentages of the Participation Revolving Lenders. Each payment under this Credit Agreement or any Note shall be applied (i) first, to any Fees then due and Section 2.11(bowing, (ii) hereofsecond, each 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 the Unused Fees or the Letter of Credit Fees shall be made pro rata in accordance with the respective amounts due and owing. Each payment (including without limitation each prepaymentother than voluntary prepayments or repayments and mandatory prepayments) by 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 prepayment on account of principal amounts on of the Loans then held by shall be applied in accordance with Section 2.8(a). Each mandatory prepayment on account of principal of the LendersLoans shall be applied to such Loans, as applicable, on a pro rata basis and, to the extent applicable, in accordance with Section 2.8(b). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, and fees shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, Administrative Agent for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 9.2, 10.2 in Dollars and in immediately available fundsfunds not later than 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference 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 Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, 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 and Bid Loans) by the Borrower Company from the Lenders Banks, each payment by the Company on account of any fee hereunder (other than as otherwise set forth in subsections 3.9 and 3.10) and any reduction of the Revolving Credit Commitments of the Lenders Banks hereunder shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Banks. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and Bid Loans and other than as set forth in subsections 3.18, 3.19 and 3.20) shall be made pro rata according to the respective outstanding principal amounts on relevant Commitment Percentages of the Loans then held by the LendersBanks. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent's office specified located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other office designated by the Administrative Agent for payments in Section 9.2, such Currency in Dollars the relevant Currency and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to the Lenders promptly upon receipt each Bank 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 Working Day; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to their the respective CommitmentsRevolving Commitment Percentages of the Revolving Lenders. Subject Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing 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 fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the provisions of Section 8.7 portion of the Participation Agreement Letter of Credit Fees retained by the Issuing Lender and Section 2.11(b) hereof, each the Issuing Lender Fees). Each payment (including without limitation each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan shall be made pro rata according to the respective outstanding amounts due and owing. Prepayments made pursuant to Section 2.15 shall be applied in accordance with such section. Each mandatory prepayment on account of principal amounts on of the Loans then held by the Lendersshall be applied in accordance with Section 2.7(b). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, and fees shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, Administrative Agent for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 9.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 12:OO noon (New York 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference 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 Eurodollar Rate and next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing payment by the Borrower from on account of any commitment fee in respect of the Lenders Delayed Draw Term Commitments hereunder and any reduction of the Delayed Draw Term Loan Commitments of the Lenders shall in each case be made allocated by the Administrative Agent pro rata according to their the respective Commitmentsoutstanding Delayed Draw Term Loan Commitments then held by the respective Lenders. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each Each payment (including without limitation each prepayment, but excluding payments made pursuant to subsection 2.5, 3.9, 3.10, 3.11, 3.13(d) or 10.1(e)) by the Borrower on account of principal of and interest on any Term LoansTranche of Loans (other than (x) any payment pursuant to subsection 3.4(b), (c) or (d), to the Loans extent declined by any Lender as provided in subsection 3.4(f) and (y) any payments pursuant to subsection 3.4(j), which shall be made allocated as set forth in subsection 3.4(j)) shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts on of the Loans Term Loanssuch Tranche then held by the Lendersrespective Lenders (or as otherwise provided in the applicable Extension Amendment). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees, or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, relevant Lenders at the Administrative Agent's ’s office specified in Section 9.2subsection 10.2, and shall be made in Dollars and in immediately available funds. Payments received by 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; provided, howeverand, if 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 includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower HCC from the Lenders hereunder, each payment by HCC on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower HCC on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the NotesHCC hereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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, subsection 11.2 in Dollars and in immediately available 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof), each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.212.2 of the Participation Agreement, in Dollars and in immediately available funds. The 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; provided, however, if such -------- ------- payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as provided in Section 2.3(e), each borrowing by the Borrower from the Lenders hereunder (other than borrowings of Swingline Loans), each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective CommitmentsCommitment Percentages of the Lenders. Subject to the provisions of Section 8.7 of the Participation Agreement Sections 2.3(e) and Section 2.11(b) hereof2.8(d), each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the 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). All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noonnoon, Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 9.2’s Office, in Dollars and in immediately available fundsfunds (and funds 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 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; provided, howeverand, if such payment includes an amount with respect to payments of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentencesprincipal, 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 by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Noteshereunder, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina New York City time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.2subsection 10.2, in Dollars and in immediately available funds. The Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans (other than Swing Line Loans) by the Borrower from the Lenders hereunder shall be made, each payment by the Borrower on account of any commitment fee hereunder shall be allocated by the Administrative Agent, and any reduction of the Commitments of the Lenders shall be made pro rata allocated by the Administrative Agent, according to their respective Commitments. Subject to the provisions of Section 8.7 Revolving Credit Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the any Revolving Credit Loans shall be made pro rata allocated by the Administrative Agent according to the respective outstanding principal amounts on the of such Revolving Credit Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the any Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., Charlotte, North Carolina New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding such Notes, at the Administrative Agent's office specified in Section 9.211.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt such Lenders, if any such payment is received prior to 12:00 Noon, 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 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; provided, howeverand, if 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 includes an amount of interest calculated with reference shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, CharlotteDallas, North Carolina Texas time, on the due date thereof to the Agent, for the account of the Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The 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; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower Borrowers from the Lenders hereunder hereunder, and any reduction of the Commitments of the Lenders Aggregate Revolving Loan Commitment, shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Revolving Loan Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower 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 on of the Revolving Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower Borrowers hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff setoff, deduction or counterclaim and shall be made prior to 12:00 Noon11:00 a.m., Charlotte, North Carolina New York City time, on the due date thereof to the Agent, for the account of the applicable Lenders, at the Agent's office specified in Section 9.2, in US Dollars and in immediately available funds. The 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference 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 Rate 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, then in which event such payment shall be made on the immediately preceding Eurodollar Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction of the Commitments of the Lenders (other than as set forth in subsection 4.10) shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 Term Loan Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Term Loans (other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by Term Loan Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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 Term SOFR 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 Term SOFR Loan becomes due and payable on a day other than a Business Day; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then 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 (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans by the Borrower Company from the Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in subsection 4.10), and payments to Lenders hereunder in respect of proceeds of collateral and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than as set forth in subsections 4.19, 4.20 and 4.21) shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by relevant Commitment Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Company on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower ------------------------------- Lessor from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata among the Lenders --- ---- according to their the respective CommitmentsCommitment Percentage of each such Lender. Subject to the provisions of Section 8.7 of the Participation Agreement and Section 2.11(b) Except as otherwise provided in Article IV hereof, each payment (including without limitation each ---------- prepayment) by the Borrower Lessor on account of principal of and interest on the Loans shall be made pro rata among the Lenders according to the respective outstanding --- ---- principal amounts on of the Loans then held by the Lenderseach such Lender. All Subject to Article V, all payments (including without limitation prepayments) to be made by the Borrower Lessor --------- hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff or counterclaim and shall be made by the Lessor to the applicable Lender prior to 12:00 Noon11:00 a.m., CharlotteHouston, North Carolina Texas time, to such Lender's Applicable Lending Office specified in Schedule IV to the Participation Agreement (or to such other office as may be designated by such Lender from time to time in a written notice to the Lessor) in funds consisting of lawful currency of the United States of America which shall be immediately available on the due scheduled date thereof to the Agentwhen such payment is due, for the account of the Lenders, at the Agent's office specified in Section 9.2, in Dollars and in immediately available funds. The Agent unless such scheduled date 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 not be a Business Day, such payment shall be extended to the next succeeding Business Day; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then in which case such payment shall be made on the immediately preceding next succeeding Business Day. In Payments received after 11:00 a.m., Houston, Texas time, on the case date due shall for the purpose of any extension Section 6.1 be deemed ----------- received on such day; provided, however, that for the purposes of any payment of principal pursuant to the preceding two (2) sentencesSection -------- ------- ------- 2.4(d), interest thereon such payments shall be payable deemed received on the next succeeding Business ------ Day and, unless the Lenders are otherwise able to invest or employ such funds on the date received, subject to interest at the then applicable interest rate during such extension.as provided in Section 2.4(d). --------------

Pro Rata Treatment and Payments. (a) Each borrowing of any Loans (other than Swing Line Loans) by the Borrower from the Lenders Lenders, each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 relevant Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.19, 4.20 and 4.21) shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by relevant Commitment Percentages of the Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 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 9.2located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Dollars lawful money of the United States of America and in immediately available 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 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; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and 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, then month in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower HCC from the Lenders hereunder, each payment by HCC on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower HCC on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of the Loans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower HCC hereunder and under the Notes, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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, subsection 11.2 in Dollars and in immediately available 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; provided, howeverand, if with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment includes an amount of interest calculated with reference on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the Eurodollar Rate and next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, then in which event such payment shall be made on the immediately preceding Business Working Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing payment by the Borrower from the Lenders Borrowers on account of any fee hereunder and any reduction of the Commitments of the Lenders (other than as set forth in subsection 4.10) shall be made pro rata according to their respective Commitments. Subject to the provisions of Section 8.7 Term Loan Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower Borrowers on account of principal of and interest on the Term Loans (other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the respective outstanding principal amounts on the Loans then held by Term Loan Percentages of the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether Borrowers on account of principal, interest or otherwise, and fees shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent's office specified in Section 9.2’s Account, in Dollars lawful money of the United States of America and in immediately available 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 EurodollarTerm SOFR 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 becomes due and payable on a day other than a WorkingBusiness Day; provided, however, if such payment includes an amount of interest calculated with reference the maturity thereof shall be extended to the Eurodollar Rate and next succeeding WorkingBusiness 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, then month in which event such payment shall be made on the immediately preceding Business WorkingBusiness Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from in respect of Revolving Credit Loans, each payment by the Lenders Borrower on account of any facility fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to their the respective Commitments. Subject to the provisions of Section 8.7 Commitment Percentages of the Participation Agreement and Section 2.11(b) hereof, each Lenders. Each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts on of, or interest on, the Loans Loans, as the case may be, then held by due and owing to the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and or under the Notesany Note, whether on account of principal, interest interest, fees or otherwise, shall be made without setoff deduction, set-off or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina 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 and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If Whenever any payment hereunder becomes of principal of, or interest on, the Base Rate Loans or of fees shall be due and payable on a day other than that is not a Domestic Business Day, such the date for payment thereof shall be extended to the next succeeding Domestic Business Day; provided. Whenever any payment of principal of, howeveror interest on, if such the Eurodollar Loans or Money Market LIBOR Loans shall be due on a day that is not a Eurodollar Business Day, the date for payment includes an amount of interest calculated with reference thereof shall be extended to the next succeeding Eurodollar Rate and the result of Business Day unless such extension would be to extend such payment into Eurodollar Business Day falls in another calendar month, then such in which case the date for payment thereof shall be made on the immediately next preceding Eurodollar Business Day. In the case of any extension of Whenever any payment of principal pursuant of, or interest on, the Money Market Absolute Rate Loans shall be due on a day that is not a Domestic Business Day, the date for payment thereof shall be extended to the preceding two (2) sentencesnext succeeding Domestic Business Day. If 38 the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable at the then applicable rate during for such extensionextended time.