Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), 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 the respective Commitment Percentages of the Lenders. Each payment (including 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 of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M., New York City time, on the due date therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing (other than Swingline Loans) by the Borrower from the Lenders hereunder and hereunder, and, except as provided in Section 2.21, each payment by the Borrower of any reduction Facility Fee or Letter of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each Credit Participation Fee hereunder, except as provided in Section 2.21, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swingline Loans), and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective outstanding principal amounts Percentages of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made , in each case except to the account extent another provision of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsthis Agreement specifies a different treatment. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 prior to 4:00 P.M., New York City time, on the due date therefor thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender or Swingline Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Lenders hereunder and hereunder, and, except as provided in Section 2.21, each payment by the Borrower of any reduction Facility Fee or Letter of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each Credit Participation Fee hereunder, except as provided in Section 2.21, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective outstanding principal amounts Percentages of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made , in each case except to the account extent another provision of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsthis Agreement specifies a different treatment. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 prior to 4:00 P.M., New York City time, on the due date therefor thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including 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 amounts of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereofsubsection 11.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Revolving Credit Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Revolving Credit Commitments of the Revolving Credit Lenders shall be made pro rata according to the respective Commitment Percentages of the Revolving Credit Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on any Term Loans or the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunderhereunder in respect of any Loan, whether on account of principal, interest, Reimbursement Obligations, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 11:00 A.M., New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the LendersLenders with respect to such Loans, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 10.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Lenders hereunder and hereunder, each payment by the Borrower of any reduction Facility Fee, Letter of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each Credit Participation Fee or Utilization Fee hereunder, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective outstanding principal amounts Percentages of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made , in each case except to the account extent another provision of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsthis Agreement specifies a different treatment. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 prior to 4:00 P.M., New York City time, on the due date therefor thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower HCLP from the Lenders hereunder, each payment by HCLP on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the Borrower HCLP on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower HCLP hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof, 11.2 in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each The borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of such Category of the Lenders. Each payment (including 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 of on the Loans of the Borrower each such Category then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitmentseach Lender. All payments (including prepayments) to be made by the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees interest or otherwise, shall be made without set off setoff, counterclaim or counterclaim other defense and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, 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, andhowever, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch 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 sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective Commitment Percentages of the Lenders. Each payment (including 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 of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 11.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Lenders hereunder and hereunder, each payment by the Borrower of any reduction Facility Fee or Letter of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each Credit Participation Fee hereunder, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective outstanding principal amounts Percentages of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made , in each case except to the account extent another provision of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsthis Agreement specifies a different treatment. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 prior to 4:00 P.M., New York City time, on the due date therefor thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Except as provided in Section 2.12(b2.23(d), each borrowing of Revolving Credit Loans by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any facility fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the any Loans (other than any CAF Advance) shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set set-off or counterclaim and shall be made no later than 3:00 prior to 2:00 P.M., New York City time, on the due date therefor thereof to the Managing Administrative Agent, for the account of the Lenders, at the Managing Administrative Agent’s office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Managing Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective Commitment Percentages of the Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.4, 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 2.4 shall be made pro rata in accordance with the respective amounts due and owing (including each prepaymentexcept as to the portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding amounts due and owing in accordance with Section 2.6 hereof. Each optional prepayment on account of principal amounts of the Loans shall be applied in accordance with Section 2.6(a). Each mandatory prepayment on account of principal of the Borrower then held by the Lenders. Each payment of commitment fee Loans shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsapplied in accordance with Section 2.6(b). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made without set defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made no later than 3:00 P.M., New York City time, on the due date therefor to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified in Section 9.2 hereof, on Schedule 11.2 in Dollars and in immediately available fundsfunds not later than 2:00 p.m. (Houston, Texas time) on the date when due. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including 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 amounts of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof11.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Lenders hereunder and hereunder, each payment by the Borrower of any reduction Facility Fee, Letter of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each Credit Participation Fee or Utilization Fee hereunder, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective outstanding principal amounts Percentages of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made , in each case except to the account extent another provision of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsthis Agreement specifies a different treatment. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 prior to 4:00 P.M., New York City time, on the due date therefor thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b)Other than provided in Sections ------------------------------- 2.13, 2.14 and 2.15, each borrowing by the a Borrower from the Lenders hereunder, each payment by a Borrower on account of any Commitment Fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of the such Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M., 1:00 P.M. New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereof, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the a Borrower ------------------------------- from the Lenders hereunder, each payment by a Borrower on account of any Commitment Fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of the such Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.10:00 A.M., New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereof, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each The borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata with respect to each Tranche according to the respective Commitment Percentages Commitments of the Tranche A Lenders or the Tranche B Lenders, as the case may be. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata with respect to each Tranche according to the respective outstanding principal amounts of the Loans of the Borrower then held by the Tranche A Lenders or the Tranche B Lenders. Each payment of commitment fee shall be made , as the case may be, except for payments or prepayments to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsany Lender making a claim under Sections 2.10, 2.11, 2.12 or 2.13 hereof. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off setoff or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, Agent for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof8.02, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business DayDay (unless the result of such extension would be to extend such payment into another calendar month, and, with respect to payments of principal, interest thereon in which event such payment shall be payable at made on the then applicable rate during such extensionimmediately preceding Business Day).

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective Commitment Percentages of the Lenders. Each payment (including 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 of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M., New York City prior to 11:00 A.M. Los Angeles time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders. Each Except as provided in subsection 2.20(b), each payment (including each prepayment) by the Borrower on account of principal of and interest on (i) 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 Lenders and (ii) the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Borrower Term Loans then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by each of ------------------------------- the Borrower Borrowers from the Lenders hereunder, each payment by each of the Borrowers on account of any commitment fee hereunder and any reduction of the Revolving Credit Commitments of or the Lenders Term Loan Commitments shall be made pro rata according -------- to the respective Lenders' Commitment Percentages of the LendersPercentages. Each payment (including each prepayment) by each of the Borrower Borrowers on account of principal of and interest on the Loans shall be made pro rata according to -------- the respective outstanding principal amounts of the Revolving Credit Loans of or Term Loans, as the Borrower case may be, then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by each of the Borrower Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 subsection 10.2 hereof, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders Loans shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Loan Agreement or any Loan shall be applied (including each prepaymenti) first, to the Fees then due and owing, (ii) second, to interest then due and owing in respect of the Loans of the Borrower and (iii) third, to principal then due and owing hereunder and under the Loans of the Borrower. Each payment 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 on account of principal amounts of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsapplied in accordance with Section 2.6. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made without set defense, set-off or counterclaim (except as provided in Section 2.15(b)) and shall be made no later than 3:00 P.M., New York City time, on the due date therefor to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified in Section 9.2 hereof, 8.2 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, pro rata except as otherwise provided for herein, Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the a Borrower from the Lenders hereunder of Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the such Lenders. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the any Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of the such Borrower then held by the Lenders. Each payment of commitment fee shall be made due and owing to the account of applicable Lenders; provided that the Lenders Administrative Agent may allocate payments on a non-pro rata according basis to the amounts of their respective unutilized Commitmentsextent necessary to implement an Extension Agreement. All payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set set-off or counterclaim and counterclaim. All payments in respect of Loans in any Currency shall be made no later than 3:00 P.M.in such Currency and in immediately available funds at the Payment Office, New York City timeand at or prior to the Payment Time, for Loans of such Currency, on the due date therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof, in Dollars and in immediately available fundsthereof. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, applicable Lenders any payments received by the Administrative Agent promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each borrowing Each payment by the Borrower from the Lenders Company on account of any facility fee or utilization fee hereunder and any reduction of the Commitments of the Lenders Banks shall be made pro rata according to the respective Commitment Percentages of the LendersBanks. Each disbursement of Committed Rate Loans in any Currency shall be made by the Banks holding Commitments in such Currency pro rata according to the respective Borrowing Percentages of such Banks. Each payment (including each prepayment) by the any Borrower on account of principal of and interest on the any Loans in any Currency shall be made pro rata according to the respective outstanding principal amounts of the Loans of the such Currency of such Borrower then held by the Lenders. Each payment of commitment fee shall be made due and owing to the account of the Lenders pro rata according to the amounts of their respective unutilized CommitmentsBanks. All payments (including prepayments) to be made by the any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and counterclaim. All payments in respect of Loans in any Currency shall be made no later than 3:00 P.M.in such Currency and in immediately available funds at the Payment Office, New York City timeand at or prior to the Payment Time, for such Type of Loans and such Currency, on the due date therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof, in Dollars and in immediately available fundsthereof. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Banks any payments received by the Administrative Agent promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing of Revolving Credit Loans and Term Loans by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any facility fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the any Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set set-off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, 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 CREDIT AGREEMENT succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective relevant Commitment Percentages of the LendersLenders holding obligations in respect of which such amounts were paid. Each payment (including each prepayment) by the Borrower on account of principal of and (subject to the provisions of subsection 4.12) interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All Except as otherwise set forth herein, all payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 11.3, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders holding obligations on account of which such amounts were paid promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the a Borrower from the Lenders hereunder, each payment by a Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the LendersLenders holding obligations in respect of which such amounts were paid. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All Except as otherwise set forth herein, all payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 14.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders holding obligations on account of which such amounts were paid promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to 36 31 payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the a Borrower from the Lenders hereunder, each payment by a Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the LendersLenders holding obligations in respect of which such amounts were paid. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All Except as otherwise set forth herein, all payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 13.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders holding obligations on account of which such amounts were paid promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the a Borrower from the Lenders hereunder, each payment by a Borrower on account of any Commitment Fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of the such Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M., 12:00 Noon New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereof, in Dollars and Dollars, in immediately available fundsfunds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee or Borrowing Base increase fee hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including 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 of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 11.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If Subject to the proviso in clause (1) of the definition of "Interest Period", if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing (other than a borrowing of Swing Line Loans) 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 the respective relevant Commitment Percentages of the Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and (subject to the provisions of subsection 7.12) interest on the Loans (other than the Swing Line Loans) shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All Except as otherwise set forth herein, all payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 14.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, 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 DayDay (except, in the case of Eurodollar Loans, as otherwise provided in the definition of Interest Period), and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Loan shall be applied (including each prepaymenti) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Loans of the Borrower and (iii) third, to principal then due and owing hereunder and under the Loans of the Borrower. Each payment on account of the Facility Fees or the Letter of Credit Fees shall be made pro rata in accordance with the respective amounts due and owing. Each payment 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 mandatory prepayment on account of principal amounts of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsapplied in accordance with Section 2.7. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made without set defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made no later than 3:00 P.M., New York City time, on the due date therefor to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office specified in Section 9.2 hereof, 8.2 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, pro rata except as otherwise provided for herein, Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the Borrower from 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 the respective Commitment Percentages of the Lenders. Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts then due and owing. Each prepayment in respect of the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the LendersLenders entitled thereto, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b)Other than provided in Sections 2.13, 2.14 and 2.15, each borrowing by the a Borrower from the Lenders hereunder, each payment by a Borrower on account of any Commitment Fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of the such Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M., 1:00 P.M. New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereof, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective relevant Commitment Percentages of the LendersLenders holding obligations in respect of which such amounts were paid. Each payment (including each prepayment) by the Borrower on account of principal of and (subject to the provisions of subsection 5.12) interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All Except as otherwise set forth herein, all payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 12.3, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders holding obligations on account of which such amounts were paid promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the ------------------------------- Borrower from the Lenders hereunder hereunder, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including 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 of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set set-off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office in New York, New York, and to the Agent's account specified in Section 9.2 hereof10.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Except as provided in Section 2.12(b)2.20, each borrowing of Dollar Loans by the Borrower from the Lenders hereunder shall be made in accordance with the Pro Rata Share of the Lenders in effect on the date of such borrowing. 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 the respective Commitment Percentages Commitments of the Lenders. Each Subject to Section 2.12(c), each payment (including each prepayment) by the Borrower on account of principal of and interest on the Dollar Loans shall be made pro rata according to the respective outstanding principal amounts of the Dollar Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunderhereunder in Dollars, whether on account of principal, interest, fees or otherwise, shall be made without set off setoff or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereofDomestic Funding Office, in Dollars and in immediately available funds; provided that reimbursement of drawings under Letters of Credit shall be made as provided in Section 3.5. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, each relevant Lender promptly upon receipt in like funds as received. If , net of any payment hereunder becomes due and payable on a day other than a Business Day, amounts owing by such payment shall be extended Lender pursuant 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 extensionSection 9.7.

Pro Rata Treatment and Payments. (a) Subject to Except as provided in Section 2.12(b2.23(d), each borrowing of Revolving Credit Loans by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any facility or utilization fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the any Loans (other than any CAF Advance) shall be made pro rata according to the respective outstanding principal amounts of the such Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set set-off or counterclaim and shall be made no later than 3:00 prior to 2:00 P.M., New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof10.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective Commitment Pro Rata Percentages of Lenders. Unless otherwise required by the Lendersterms of this Agreement, each payment under this Agreement, or any Note, shall be applied first, to any fees then due and owing by Borrower pursuant to Section 2.8; second, to interest then due and owing hereunder and under the Notes; third, to principal then due and owing hereunder and under the Notes; and fourth, to cash collateralize the Reimbursement Obligations. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (including each prepayment) except as to the Fronting Fees expressly owing to Issuing Bank). Each payment by the Borrower on account of principal of of, and interest on on, the Term Loans shall be made applied to such Loans, as applicable, on a pro rata according to basis in accordance with the respective outstanding principal amounts of the Loans of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitmentsterms hereof. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, Expenses and fees or otherwise, shall be made without set off defense, set-off, or counterclaim and counterclaim; provided no such payment shall be made no later than 3:00 P.M.be, New York City timeor constitute, on the due date therefor to the Administrative Agent, for the account a waiver of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof, in Dollars and in immediately available fundsany rights or claims Borrower may have. The Administrative Agent shall distribute such payments to the LendersLenders entitled thereto, on a pro rata except as otherwise provided for herein, basis promptly upon receipt receipt, in the like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each 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 the respective Commitment Percentages of the 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 of the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2 hereofsubsection 10.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each The borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of such Category of the Lenders. Each payment (including 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 of the Loans of the Borrower each such Category then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitmentseach Lender. All payments (including prepayments) to be made by the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees interest or otherwise, shall be made without set off setoff, counterclaim or counterclaim other defense and shall be made no later than 3:00 P.M.prior to 12:00 Noon, New York City time, on the due date therefor thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, 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, andhowever, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch 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 sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Subject to Section 2.12(b), each Each borrowing by the a Borrower from the Lenders hereunder of Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the any Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of the such Borrower then held by due and owing to the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by the a Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set off or counterclaim and counterclaim. All payments in respect of Loans in any Currency shall be made no later than 3:00 P.M.in such Currency and in immediately available funds at the Payment Office, New York City timeand at or prior to the Payment Time, for Loans of such Currency, on the due date therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 hereof, in Dollars and in immediately available fundsthereof. The Administrative Agent shall distribute such payments to the Lenders, pro rata except as otherwise provided for herein, Lenders any payments received by the Administrative Agent promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.