Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 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 Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans by any Borrower from the Lenders hereunder shall be made, each payment by any Borrower on account of any commitment fee in respect of the Revolving Credit Commitments hereunder shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata allocated by the Administrative Agent, PRO RATA according to the Revolving Credit Commitment Percentages of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a any Borrower on account of principal of and interest on any Revolving Credit Loans which are ABR Loans Loan shall be made pro rata allocated by the Administrative Agent PRO RATA according to the respective outstanding principal amounts of such ABR Revolving Credit Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under any Revolving Credit Notes, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon2:30 p.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding the relevant Revolving Credit Loans or the L/C Participants, as the case may be, at the Administrative Agent's office specified in Section subsection 11.2, 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 (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower of Revolving Credit Loans from the Lenders hereunder, each payment by the Borrower on account of any fees hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment PercentagesPercentages of the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Revolving Credit Loans or participating interests therein, as the case may be, then held by the relevant Lenders. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed Letter of Credit drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit drawings then due to such parties. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.210.2, in Dollars and in immediately available funds. It is understood that, if any payment of principal is made on any day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders' respective ’ Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Borrowers on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Borrowers on account of principal of and interest on Loans which are Eurodollar Loans designated by a Borrower the Borrowers to be applied to a particular Eurodollar Tranche Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by any Swing Line Borrower the Borrowers on account of principal of and interest on Swing Line Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Swingline Loans or participating Table of Contents interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noonnoon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent's ’s New York office specified in Section 11.2, 9.01 in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. Notwithstanding the foregoing, to the extent the provisions of this Section 2.13 are inconsistent with the provisions of Section 1.04, the provisions of Section 1.04 shall be controlling for all purposes of this Agreement.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans by the Borrower from the Revolving Credit Lenders hereunder shall be made, each payment by the Borrower on account of any commitment fee in respect of the Revolving Credit Commitments hereunder shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments of the Revolving Credit Lenders shall be made allocated by the Administrative Agent, pro rata according to the Revolving Credit Commitment Percentages of the Revolving Credit Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on any Revolving Credit Loans which are ABR Loans Loan shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such ABR Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche any Term Loan shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Eurodollar Term Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Term Loan Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under any Notes, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding the relevant Loans or the Issuing Lender and L/C Participants, as the case may be, at the Administrative Agent's office specified in Section subsection 11.2, 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 (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each Except to the ex- tent otherwise provided herein, each borrowing of Loans by Borrower from the Lenders and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata according to the Lenders' respective relevant Commitment PercentagesPercentages of the Lenders with respect to the Loans borrowed or the Commitments to be re- duced. Each (b) Whenever any payment (including received by the Administrative Agent under this Agreement or any Note or any other Credit Document is insuffi- cient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement, such payment shall be distrib- uted by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connec- tion with this Agreement and the other Credit Documents; second, to the payment of all expenses due and payable under subsection 11.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each prepayment other than any prepayment made such Lender; third, to the payment of fees due and payable un- der subsections 3.2 and 3.9, ratably among the Lenders in accordance with the Commitment Percentage of each Lender of the Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to Section 3.2(f)subsection 3.9; fourth, to the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with the aggregate amount of in- terest owed to each such Lender; and fifth, to the payment of the principal amount of the Loans and the L/C Obligations which is then due and payable ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender. (c) If any Lender (a "Non-Funding Lender") has (x) failed to make a Revolving Credit Loan required to be made by a it hereunder, and the Administrative Agent has determined that such Lender is not likely to make such Revolving Credit Loan or (y) given notice to Borrower or the Adminis- trative Agent that it will not make, or that it has disaffirmed or repudi- ated any obligation to make, any Revolving Credit Loan, in each case by reason of the provisions of FIRREA, or otherwise, (i) any payment made on account of the principal of and interest on the Revolving Credit Loans which are ABR Loans outstanding shall be made pro rata according as follows: (A) in the case of any such payment made on any date when and to the respective outstanding principal amounts extent that in the determination of the Administrative Agent would be able under the terms and conditions hereof to reborrow the amount of such ABR payment under the Commitments and to satisfy any ap- plicable conditions precedent set forth in Section 6 to such rebor- rowing, such payment shall be made on account of the outstanding Re- volving Credit Loans then held by the Lenders. Each payment (including each prepayment Lenders other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made Non-Funding Lender pro rata according to the respective outstanding principal amounts of the Swing Line Revolving Credit Loans or participating interests thereinof such Lenders; and (B) otherwise, as such payment shall be made on account of the case may be, then outstanding Revolving Credit Loans held by the relevant Lenders pro rata ac- cording to the respective outstanding principal amounts of such Re- volving Credit Loans; and (ii) any payment made on account of interest on the Revolving Credit Loans shall be made pro rata according to the respective amounts of accrued and unpaid interest due and payable on the Revolving Credit Loans with respect to which such payment is being made. Borrower agrees to give the Adminis- trative Agent such assistance in making any determination pursuant to sub- paragraph (i)(A) of this paragraph (c) as the Administrative Agent may rea- sonably request. Any such determination by the Administrative Agent shall be conclusive and binding on the Lenders. (d) All payments (including prepayments) to be made by a Borrower hereunder, whether Bor- rower on account of principal, interest, interest and fees or otherwise, shall be made without setoff set- off, counterclaim or counterclaim other defense and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative AgentAgent ratably, for the account of the Lenders, Lenders at the Administrative Agent's office specified in Section 11.2located at Stamford, Connecticut, in Dollars lawful money of the United States and in immediately available funds. The Administrative Agent shall promptly distribute such payments to in accordance with the Lenders promptly provisions of sub- section 4.9(b) upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes would become due and payable on a day other than a Business Day, such payment shall be extended to become due and payable on the next succeeding Business Day, Day and, with respect to payments pay- ments of principal, interest thereon shall be payable at the then applicable applica- ble rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes be- comes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, and with respect re- spect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) ), unless the result of such extension ex- tension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Busi- ness Day. (e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount which would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Adminis- trative Agent in accordance with subsection 4.1 and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to the Adminis- trative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent sub- mitted to any Lender with respect to any amounts owing under this subsec- tion 4.9(e) shall be conclusive absent manifest error. If such Lender's Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender within three Business DayDays of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the Loans comprising such borrowing, on demand, from Borrower, without preju- dice to any rights which any such Borrower or the Administrative Agent may have against such Lender hereunder. Nothing contained in this subsection 4.9 shall relieve any Lender which has failed to make available its ratable portion of any borrowing hereunder from its obligation to do so in accor- dance with the terms hereof. (f) The failure of any Lender to make the Loan to be made by it on any Borrowing Date shall not relieve any other Lender of its obliga- tion, if any, hereunder to make its Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such Borrowing Date. (g) All payments and optional prepayments (other than prepay- ments as set forth in subsection 4.11 with respect to increased costs) of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate princi- pal amount of all Eurodollar Loans with the same Interest Period shall not be less than $1,000,000 a whole multiple of $100,000 in excess thereof. 4.10.

Pro Rata Treatment and Payments. (a) Each reduction Revolving Credit Borrowings and each payment by the Borrower on account of any commitment fee in respect of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans hereunder shall be made pro rata according to the respective outstanding principal amounts Revolving Credit Percentages of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche any Borrowings shall be made pro rata according first to the respective outstanding repayment of Swing Line Loans before any payment may be made on account of the principal amounts of such Eurodollar Loans then held by the LendersRevolving Credit Borrowings. Each Subject to the immediately foregoing sentence, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by any Swing Line the Borrower on account of the principal of and interest on Swing Line Loans the Revolving Credit Borrowings shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, Revolving Credit Borrowings then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees fees, Letter of Credit commissions or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M. (or, New York City timein the case of Eurocurrency Borrowings denominated in Foreign Currencies, 1:00 p.m. Local 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 11.2, in Dollars and Applicable Payment Office in immediately available funds. If the Borrower does not, or is unable for any reason to, effect payment of a Eurocurrency Borrowing to the Lenders in the applicable Foreign Currency, or if the Borrower shall default in the payment when due of any payment in such Foreign Currency, the Lenders may, at their option, require such payment to be made to the Lenders in the Dollar Equivalent amount of such Foreign Currency determined in accordance with Section 10.19. With respect to any amount due and payable in any Foreign Currency, the Borrower agrees to hold the Lenders harmless from any losses, if any, that are incurred by the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of actual payment thereof. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive LoansEurocurrency Borrowings) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan Eurocurrency Borrowing becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by a the Borrower to be applied to a particular Eurodollar Tranche Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans All such payments shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Agent at the Administrative Agent's ’s office specified as set forth in Section 11.29.01(a) or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower, in Dollars except payments pursuant to Sections 2.14, 2.15 and in immediately available funds9.05 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the Lenders appropriate recipient promptly upon following receipt in like funds as receivedthereof. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Borrowers on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the LendersLenders of the applicable Class. Each Subject to Section 2.05A, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a any Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by a such Borrower to be applied to a particular Eurodollar Tranche Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the LendersLenders of the applicable Class. Each Subject to Section 2.05A, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by any Swing Line the U.S. Borrower on account of principal of and interest on Swing Line Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent's New York office specified in Section 11.2, 10.01 in Dollars the currency in which the applicable obligation is denominated and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing (other than a borrowing of Swing Line Loans, Local European Loans or European Overdraft Loans) by a Borrower from the Lenders hereunder, each payment by a Borrower on account of any facility fee hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata PRO RATA according to the Lenders' respective relevant Revolving Credit Commitment PercentagesPercentages of the Lenders holding obligations in respect of which such amounts were paid. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and (subject to the provisions of subsection 7.12) interest on Revolving Credit the Loans (other than the Swing Line Loans, the European Overdraft Loans or any Local European Loans in which are ABR Loans the purchase of participating interests has not been funded pursuant to subsection 5.4(a)) shall be made pro rata PRO RATA according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests thereinExcept as otherwise set forth herein, as the case may be, then held by the relevant Lenders. All all payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, 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., New York City timetime (with respect to amounts denominated in Dollars) or London time (with respect to other amounts), 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 11.2subsection 14.3 (or at such other office as the Administrative Agent may from time to time specify), in Dollars and in immediately available fundsfunds and in the currency in which the underlying obligation is denominated (PROVIDED that facility fees payable pursuant to subsection 7.2 shall be payable in Dollars). 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 (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the relevant Borrower 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 the Lenders' respective Tranche A Term Loan Percentages, Additional Tranche A Term Loan Percentages, Tranche B Term Loan Percentages, Tranche C Term Loan Percentages or Revolving Credit Commitment Percentages, as the case may be, of the relevant Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayments) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans the Loans, each payment in respect of fees payable hereunder and each payment in respect of Reimbursement Obligations shall be made applied to the amounts of such obligations owing to the Lenders pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of due and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according owing to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according Lender, except to the respective outstanding principal amounts extent otherwise required by subsection 2.9(e), by clause (ii) of the Swing Line Loans subsection 2.15(b), by subsection 2.18 or participating interests therein, as the case may be, then held by the relevant Lenderssubsection 2.21. All payments (including prepayments) to be made by a Borrower the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.2subsection 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 (other than payments on the Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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) Each reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar Loans which are Eurocurrency Loans designated by a the Borrower to be applied to a particular Eurodollar Tranche Eurocurrency Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by any Swing Line the Borrower on account of principal of and interest on Swing Line Swingline Loans and Foreign Currency Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Swingline Loans or Foreign Currency Loans, as applicable, or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent's New York office specified in Section 11.2, 10.01 in Dollars the currency in which the applicable obligation is denominated (except as set forth in Section 2.04) and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive 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 Eurodollar Loan or an Index Rate Competitive Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)------------------------------- prepayment) by a the Borrower on account of principal of and interest on Revolving Credit the Facility A Loans which are ABR or the Facility B Loans shall be made pro rata among the Lenders according to the respective outstanding principal amounts ratio that the Facility A Commitment or the Facility B Commitment, as applicable, of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according Lender bears to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts aggregate of the Swing Line Loans Facility A Commitments or participating interests thereinthe Facility B Commitments, as applicable, of all of the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., New York City San Francisco time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at to such account as the Administrative Agent's office specified Agent shall specify to the Borrower in Section 11.2writing, in Dollars and in immediately available funds; provided, however, that the Borrower hereby authorizes each Lender, if and to -------- ------- the extent that any such payment is not made to the Agent when due hereunder, to charge from time to time against any or all of the Borrower's accounts with such Lender any payment so due. All payments due to the Lenders from the Borrower hereunder shall be deemed paid when received by the Agent for distribution to the Lenders. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and, with respect and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extensionrate) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Eurodollar Business Day.

Pro Rata Treatment and Payments. Each borrowing by the Borrower from the Lenders hereunder (a) Each other than borrowing of CAF Advances and Swingline Loans), each payment by the Borrower on account of any facility fee and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Commitments of, or, in the case of the borrowing of the Term Loans, the Term Loans then held by the relevant Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City Atlanta 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 11.2Funding Office, 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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. Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans, on demand, from the Borrower. Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Each borrowing (other than a borrowing of Swing Line Loans) by the Primary Borrower from the Lenders hereunder, each payment by the Primary Borrower on account of any commitment fee hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made allocated by the Administrative Agent pro rata according to the Lenders' respective relevant Commitment PercentagesPercentages of the Lenders holding obligations in respect of which such amounts were paid. Each Except as otherwise contemplated by subsections 9.3(b) and 9.5(f), each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a (i) the Primary Borrower on account of principal of and (subject to the provisions of subsection 9.13) interest on Revolving Credit the Loans which are ABR Loans made to it (other than a payment of Swing Line Loans) shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment Lenders and (including each prepayment other than any prepayment made pursuant to Section 3.2(f)ii) by a either German Borrower on account of principal of and (subject to the provisions of subsection 9.13) interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line German Term Loans shall be made allocated by the German Term Loan Servicing Bank pro rata according to the respective outstanding principal amounts of the Swing Line German Term Loans or participating interests therein, as the case may be, then held by the relevant German Term Loan Lenders. All Except as otherwise set forth herein, all payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim in immediately available funds and shall be made (i) in the case of the German Term Loans, prior to 12:00 Noon1:00 P.M., New York time, on the due date thereof to the German Term Loan Servicing Bank for the ratable account of the German Term Loan Lenders, at the relevant Payment Office in euro and (ii) in the case of any other Loan (including any Reimbursement Term Loans), prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent's office specified in Section 11.2relevant Payment Office, in Dollars (or euro, in the case of payments of principal and interest in respect of Loans denominated in euro). In relation to the payment of any amount of euro, such amount shall be made available to the Administrative Agent or the German Term Loan Servicing Bank, as the case may be, in immediately available fundsavailable, freely transferable, cleared funds to such account at such Payment Office as the Administrative Agent or the German Term Loan Servicing Bank, as the case may be, shall from time to time nominate for this purpose. The Administrative Agent or the German Term Loan Servicing Bank, as the case may be, 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 Except as otherwise set forth herein, if any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive 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, Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension). If any payment on a Eurodollar Loan or an Index Rate Competitive Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each Except in the case of the Incremental Term Facility, each borrowing by the Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Term B Commitments or Revolving Commitments, as the case may be, of the relevant Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Borrowers on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Term Loans or participating interests thereinthen held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term B Loans and Incremental Term Loans, as the case may be, pro rata based upon the then remaining principal amount thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the relevant Revolving Lenders. All payments (including prepayments) to be made by a Borrower the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City Chicago 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 11.2Funding Office, 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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. Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not 110 31 made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrowers. Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment being made hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days of such required date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against any of the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by each Borrower from the Lenders hereunder, each payment by each Borrower on account of any commitment fee hereunder and any reduction of the US Revolving Credit Commitments and/or Euro Revolving Commitments of the Lenders shall be made pro rata according to the respective Applicable Percentages of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a each Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line US Revolving Loans, Euro Revolving Loans or participating interests thereinIncremental Term Loans, as the case may beapplicable, then held by the relevant Lenders. All payments (including prepayments) to be made by a each Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, New York City time (or London time, with respect to Euro Revolving Loans), 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 11.2, 11.2 in Dollars (or, with respect to prepayments or repayments of Euro Revolving Loans and the payment of interest thereon, Euros; provided, that commitment fees payable under the Euro Revolving Facility shall be paid 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 or Index Rate Competitive 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 Eurodollar Loan or an Index Rate Competitive Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower 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 the Lenders' respective Tranche A Term Loan Percentages, Tranche B Term Loan Percentages or Revolving Credit Commitment Percentages, as the case may be, of the relevant Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayments) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans the Loans, each payment in respect of fees payable hereunder and each payment in respect of Reimbursement Obligations shall be made pro rata applied to the amounts of such obligations owing to the Lenders PRO RATA according to the respective outstanding principal amounts of such ABR Loans then held by due and owing to the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according , except to the respective outstanding principal amounts extent otherwise required by clause (ii) of such Eurodollar Loans then held subsection 2.15(b), by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) subsection 2.18 or by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenderssubsection 2.21. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.such

Pro Rata Treatment and Payments. (a) Each Other than in connection with Swingline Loans, each Borrowing by a Borrower under a certain Class of Commitments from the Lenders holding such Class of Commitments, each payment by a Borrower on account of any Facility Fee hereunder relating to such Class of Commitments and any reduction of the Revolving Credit such Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment applicable Pro Rata Percentages. Notwithstanding the foregoing, each Canadian Lender agrees that the Canadian Administrative Agent may, in is sole discretion, increase or reduce any Canadian Lender’s portion of a BA Loan to the extent provided in subsection 6.19(a). Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on Revolving Credit the Loans which are ABR Loans comprising a Competitive Borrowing or a Borrowing under a certain Class of Commitments shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the LendersLenders holding such Competitive Borrowing or such Class of Commitments. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account Except as provided in subsection 14.17, all payments hereunder of principal or interest in respect of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche any Loan shall be made pro rata according to in the respective outstanding principal amounts currency of such Eurodollar Loans then held by the LendersLoan. Each payment (including each prepayment other than any prepayment made pursuant All payments in respect of Reimbursement Obligations, interest thereon and Letter of Credit commissions with respect to Section 3.2(f)) by any Swing Line Borrower on account a Letter of principal of and interest on Swing Line Loans Credit shall be made pro rata according to in the respective outstanding principal amounts currency of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenderssuch Letter of Credit. All other payments hereunder and under each other Loan Document shall be made in Dollars. Except as otherwise set forth herein, all payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off, deductions or counterclaim and shall be made prior to 12:00 Noon(noon), New York City timeLocal Time, on the due date thereof to the applicable Administrative Agent, for the account of the applicable Lenders, at the such Administrative Agent's ’s office specified in Section 11.2subsection 14.2, in Dollars and in immediately available funds. The applicable 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 (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit 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 in respect of the Revolving Credit Commitments hereunder shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the relevant Revolving Credit Commitment Percentages of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on any Revolving Credit Loans which are ABR Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such ABR Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar any Tranche A Term Loans designated by a Borrower to be applied to a particular Eurodollar or Tranche B Term Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Eurodollar Tranche A Term Loans or Tranche B Term Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Term Loan Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under any Notes, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding the relevant Loans or 54 61 the L/C Participants, as the case may be, at the Administrative Agent's office specified in Section 11.2, in Dollars and subsection 11.2 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 Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving 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 in respect of the Revolving Commitments hereunder shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made allocated by the Administrative Agent, pro rata according to the relevant Revolving Commitment Percentages of the Revolving Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR any Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held allocated by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made Administrative Agent pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant respective Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 p.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent's ’s office specified in Section 11.2subsection 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 Eurodollar Loans or Index Rate Competitive the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the Borrower to the Administrative Agent for the account of the Lenders, the Swing Line Lender or the relevant Issuing Lender hereunder that such the Borrower will not make such payment, the Administrative Agent may assume that such the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, the daily average Federal Funds Effective Rate as quoted by the Administrative Agent.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests thereinExcept as otherwise expressly provided herein, as the case may be, then held by the relevant Lenders. All all payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noonnoon, 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 New York office specified in Section 11.2, 9.01 in Dollars the currency in which the applicable obligation is denominated and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, and any reduction of the Aggregate Revolving Credit Commitments of the Lenders Loan Commitment, shall be made pro rata according to the respective Revolving Loan Commitment Percentages of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal and interest amounts of such ABR the Revolving Loans then held by the Lenders. Each , and each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Term Loans shall be made pro rata according to the respective outstanding principal and interest amounts of the Swing Line Term Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, 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., New York City Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent's office specified in Section 11.29.2, 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 Eurodollar Loans or Index Rate Competitive the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and, with respect and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extensionrate) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Revolving Credit Commitments of the Lenders or Total Dollar Working Capital Facility Uncommitted Tranche Portions under any Facility shall be made pro rata according to the Lenders' respective Commitment Percentages or Dollar Working Capital Facility Uncommitted Tranche Percentages, as applicable, of the Lenders under such Facility. Each Other than as expressly set forth herein, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a any Borrower on account of principal of and interest and fees on Revolving Credit the Loans which are ABR Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of such ABR Borrower’s Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. Each payment (b) All payments (including each prepayment other than prepayments) to be made by any prepayment made pursuant to Section 3.2(f)) by a Borrower hereunder on account of principal of Loans (other than Base Rate Loans or Prime Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant LendersLoans. All payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, 1:00 p.m. (New York City time, ) on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, applicable Lenders at the office of the Administrative Agent's office Agent specified in Section 11.211.2 in United States Dollars or Canadian Dollars, in Dollars and as applicable, in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar CDOR Loans or Index Rate Competitive and/or Term SOFR Loans) becomes due and payable on a day other than a Business Day, such payment obligation 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 CDOR Loan or an Index Rate Competitive and/or Term SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day.Business

Pro Rata Treatment and Payments. (a) Each Except to the ex- tent otherwise provided herein, each borrowing of Loans by Borrower from the Lenders and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata according to the Lenders' respective relevant Commitment PercentagesPercentages of the Lenders with respect to the Loans borrowed or the Commitments to be re- duced. Each (b) Whenever any payment (including received by the Administrative Agent under this Agreement or any Note or any other Credit Document is insuffi- cient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement, such payment shall be distrib- uted by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connec- tion with this Agreement and the other Credit Documents; second, to the payment of all expenses due and payable under subsection 11.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each prepayment other than any prepayment made such Lender; third, to the payment of fees due and payable un- der subsections 3.2 and 3.9, ratably among the Lenders in accordance with the Commitment Percentage of each Lender of the Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to Section 3.2(f)subsection 3.9; fourth, to the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with the aggregate amount of in- terest owed to each such Lender; and fifth, to the payment of the principal amount of the Loans and the L/C Obligations which is then due and payable ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender. (c) If any Lender (a "Non-Funding Lender") has (x) failed to make a Revolving Credit Loan required to be made by a it hereunder, and the Administrative Agent has determined that such Lender is not likely to make such Revolving Credit Loan or (y) given notice to Borrower or the Adminis- trative Agent that it will not make, or that it has disaffirmed or repudi- ated any obligation to make, any Revolving Credit Loan, in each case by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of and interest on the Revolving Credit Loans which are ABR Loans outstanding shall be made pro rata according as follows: (A) in the case of any such payment made on any date when and to the respective outstanding principal amounts extent that in the determination of the Administrative Agent Borrower would be able under the terms and conditions hereof to reborrow the amount of such ABR payment under the Commitments and to sat- isfy any applicable conditions precedent set forth in Section 6 to such reborrowing, such payment shall be made on account of the out- standing Revolving Credit Loans then held by the Lenders. Each payment (including each prepayment Lenders other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made Non-Funding Lender pro rata according to the respective outstanding principal amounts of the Swing Line Revolving Credit Loans or participating interests thereinof such Lenders; and (B) otherwise, as such payment shall be made on account of the case may be, then outstanding Revolving Credit Loans held by the relevant Lenders pro rata ac- cording to the respective outstanding principal amounts of such Re- volving Credit Loans; and (ii) any payment made on account of interest on the Revolving Credit Loans shall be made pro rata according to the respective amounts of accrued and unpaid interest due and payable on the Revolving Credit Loans with respect to which such payment is being made. Borrower agrees to give the Adminis- trative Agent such assistance in making any determination pursuant to sub- paragraph (i)(A) of this paragraph (c) as the Administrative Agent may rea- sonably request. Any such determination by the Administrative Agent shall be conclusive and binding on the Lenders. (d) All payments (including prepayments) to be made by a Borrower hereunder, whether Bor- rower on account of principal, interest, interest and fees or otherwise, shall be made without setoff set- off, counterclaim or counterclaim other defense and shall be made prior to 12:00 Noon, 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 11.2located at Stamford, Connecticut, in Dollars lawful money of the United States and in immediately available funds. The Administrative Agent shall promptly distribute such payments to in accordance with the Lenders promptly provisions of subsection 4.9(b) upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes would become due and payable on a day other than a Business Day, such payment shall be extended to become due and payable on the next succeeding Business Day, Day and, with respect to payments of principalprinci- pal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable pay- able on a day other than a Business Day, the maturity thereof shall be extended ex- tended 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) ), unless the result of such extension would be to extend ex- tend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. (e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount which would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Adminis- trative Agent in accordance with subsection 4.1 and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to the Adminis- trative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent sub- mitted to any Lender with respect to any amounts owing under this subsec- tion 4.9(e) shall be conclusive absent manifest error. If such Lender's Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the Loans comprising such borrowing, on demand, from Borrower, without preju- dice to any rights which any such Borrower or the Administrative Agent may have against such Lender hereunder. Nothing contained in this subsection 4.9 shall relieve any Lender which has failed to make available its ratable portion of any borrowing hereunder from its obligation to do so in accor- dance with the terms hereof. (f) The failure of any Lender to make the Loan to be made by it on any Borrowing Date shall not relieve any other Lender of its obliga- tion, if any, hereunder to make its Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such Borrowing Date. (g) All payments and optional prepayments (other than prepay- ments as set forth in subsection 4.11 with respect to increased costs) of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate princi- pal amount of all Eurodollar Loans with the same Interest Period shall not be less than $1,000,000 a whole multiple of $100,000 in excess thereof. 4.10.

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 Tranche A Term Loan Commitments, Tranche B Term Loan Commitments or the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Tranche A Term Loan Commitment Percentages, Tranche B Term Loan Commitment Percentages or Revolving Credit Commitment Percentages, as applicable, of the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on the Tranche A Term Loans, Tranche B Term Loans or the Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Tranche A Term Loans, Tranche B Term Loans or participating interests thereinthe Revolving Credit Loans, as the case may beapplicable, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noonnoon, 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 11.212.2, 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 Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of ------------------------------- Revolving Credit Loans by the Company from the Banks hereunder, each payment by the Company on account of any fees payable to the Banks hereunder and any reduction of the Revolving Credit Commitments of the Lenders Banks shall be made pro rata according to the Lenders' respective Commitment PercentagesPercentages of the Banks. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Company on account of principal of and interest on the Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal aggre- gate amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of due and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts owing in respect of the Swing Line Loans or participating interests thereinRevolving Credit Loans. Except as otherwise provided in subsection 2.19, as the case may be, then held by the relevant Lenders. All all payments (including prepayments) to be made by a Borrower hereunderthe Company hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off, counterclaim or counterclaim any other deduction whatsoever and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent's office specified in Section 11.2subsection 9.2, in Dollars and in immediately available funds, and upon receipt by the Administrative Agent of any payment made by the Company in accordance with the terms of this Agreement and the Notes, the Company shall have satisfied its payment obligation with respect to the obligation on account of which such payment was made. Except as otherwise provided in subsection 2.19, any such payment made at or after 12:00 Noon, New York City time, on such day shall be deemed made on the following Business Day. The Administrative 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower in respect of Revolving Credit Loans, each payment by the Borrower on account of any facility fee hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment PercentagesPercentages of the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR the Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by of, or interest on, the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests thereinLoans, as the case may be, then held by due and owing to the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder or under any Note, whether on account of principal, interest, fees or otherwise, shall be made without setoff deduction, set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 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 Whenever any payment hereunder (other than payments on Eurodollar of principal of, or interest on, the Base Rate Loans or Index Rate Competitive Loans) becomes of fees shall be due and payable on a day other than that is not a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Domestic Business Day, the maturity date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, 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 thereof shall be extended to the next succeeding Eurodollar Business Day (andunless such Eurodollar Business Day falls in another calendar month, with respect in which case the date for payment thereof shall be the next preceding 38 Eurodollar Business Day. Whenever any payment of principal 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 payments the next succeeding Domestic Business Day. If the date for any payment of principalprincipal is extended by operation of law or otherwise, interest thereon shall be payable at the then applicable rate during for such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Dayextended time.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower of Revolving Credit Loans from the Lenders hereunder, each payment by a Borrower on account of any fees hereunder (except for those set forth in the Fee Letter or as otherwise expressly set forth herein) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment PercentagesPercentages of the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on its Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Revolving Credit Loans then held by the Lenders. Each If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (including each prepayment other than any prepayment made pursuant to Section 3.2(f)ii) by a Borrower on account second, towards payment of principal and unreimbursed Letter of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to Credit drawings then due hereunder, ratably among the respective outstanding principal parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit drawings then due to such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lendersparties. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City Toronto 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 11.210.2, in Dollars or Cdn Dollars, as the case may be, and in immediately available funds. It is understood that, if any payment of principal is made on any day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds and currency as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive CDOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive a CDOR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower of Revolving Credit Loans from the Lenders hereunder, each payment by a Borrower on account of any fees hereunder (except for those set forth in the Fee Letters or as otherwise expressly set forth herein) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment PercentagesPercentages of the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on its Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Revolving Credit Loans then held by the Lenders. Each If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (including each prepayment other than any prepayment made pursuant to Section 3.2(f)ii) by a Borrower on account second, towards payment of principal and unreimbursed Letter of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to Credit drawings then due hereunder, ratably among the respective outstanding principal parties entitled thereto in accordance with the amounts of principal and 157 unreimbursed Letter of Credit drawings then due to such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lendersparties. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City Toronto 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 11.210.2, in Dollars or Cdn Dollars, as the case may be, and in immediately available funds. It is understood that, if any payment of principal is made on any day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds and currency as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive CDOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive a CDOR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Except as provided in subsection 2.14, each borrowing by the Borrower of Revolving Credit Loans from the Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the Lenders in effect on the date of such borrowing. Each payment by the Borrower on account of any facility fee hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made allocated by the Administrative Agent among the Lenders pro rata according to the Revolving Credit Commitment Percentages of the Lenders' respective Commitment Percentages. Each Except as provided in subsection 2.14, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Revolving Credit Loans or participating interests therein, as then due and owing to the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder in respect of amounts denominated in Dollars, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.2subsection 12.2, 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 or Index Rate Competitive Multicurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive a Multicurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Company from the Lenders, each conversion of a Loan pursuant to Section 3.01(e) hereof or continuation of a Loan pursuant to Section 3.01(f) hereof, each payment by the Company on account of any fee (other than with respect to fees which are expressly payable to the Administrative Agent or the Issuing Lender for its own account), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.05 hereof, and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata according to the respective relevant Commitment Proportions of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Company on account of principal of and interest on Revolving Credit Loans which are ABR Loans each Loan shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant LendersLender. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders (except as specified above), at the Payment Office of the Administrative Agent's office specified in Section 11.2, Agent in Dollars and in immediately available fundsfunds not later than 12:00 noon, New York, New York time, on the date on which they are payable. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds by wire transfer of each Lender’s portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company’s accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company’s accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of “Interest Period”, if any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the U.S. Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the U.S. Borrower on account of principal of and interest on Eurodollar Loans which are Eurocurrency Rate Loans designated by a Borrower to be applied to a particular Eurodollar Tranche Eurocurrency Rate Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts Lenders of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lendersapplicable Class. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., New York City timelocal time in the place of payment, on the due date thereof to the Administrative Applicable Agent, for the account of the LendersLenders of the applicable Class, in the case of Loans to the U.S. Borrower, at the Administrative Agent's New York office specified in Section 11.210.01 and, in Dollars the case of Loans to the European Borrower, at the European Agent's office specified in Section 10.01, in the currency in which the applicable obligation is denominated and in immediately available funds. The Administrative Applicable 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 Eurodollar Loans or Index Eurocurrency Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate Applicable Margin during such extension. If any payment on a Eurodollar Loan or an Index Eurocurrency Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate Applicable Margin during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Term Commitments of the Lenders shall be made pro rata according to the Lenders' ’ respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar Loans designated by a the Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans of such Tranche then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, in respect of payments of principal or interest relating to Loans made in the New York Funding Office, in each case, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.2, in Dollars and in immediately available fundsDollars. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction borrowing of the Revolving Credit Commitments of the Lenders Loans (other than Swing Line Loans and Competitive Loans) hereunder shall be made pro rata according to made, each payment by the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans any facility fee hereunder shall be made allocated by the Administrative Agent, and any reduction of the Total Commitment shall be allocated by the Administrative Agent, pro rata according to the respective outstanding principal amounts Specified Percentages of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of (i) principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche (other than Swing Line Loans which shall be made pro rata paid to the Swing Line Lender only) or Reimbursement Obligations or (ii) facility fees, shall be allocated ratably by the Administrative Agent according to the respective outstanding amount of interest, principal amounts of such Eurodollar Loans and fees which are then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of due and interest on Swing Line Loans shall be made pro rata according payable to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under any Notes, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 NoonP.M., New York City Dallas, 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 11.2, 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 (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day Day, (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless unless, with respect to payments of Eurodollar Loans only, the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by 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 Lenders' respective Commitment PercentagesPercentages of the Revolving Credit Lenders. Each Except during any period in which an Event of Default has occurred and is continuing, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans which are ABR Loans Loans, and any application by the Administrative Agent of the proceeds of any Collateral, shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder in respect of any Loan, whether on account of principal, interest, fees Reimbursement Obligations (whether in respect of Domestic L/Cs or Foreign L/Cs), fees, expenses or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon11:00 A.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders with respect to such Loans, at the Administrative Agent's office specified in Section 11.2subsection 10.2, in Dollars and in immediately available funds; provided, that, with respect to any Reimbursement Obligations of the Borrower arising from the presentment to the Issuing Lender of a draft under a Foreign L/C, the Borrower may make payment in the applicable Alternative Currency if such payment is received by the Issuing Lender on the date such draft is paid by the Issuing Lender. At any time that an Event of Default has occurred and is continuing, all payments (including prepayments) made by Borrower hereunder and any application by the Administrative Agent of the proceeds of any Collateral shall be applied in the following order: (1) to the ratable payment of all amounts due and owing by the Borrower pursuant to subsection 10.5 of this Agreement or subsection 10.5 of the Facility B Credit Agreement to the Agents and/or the Facility B Agents, and after payment in full thereof, to any other Lender or Facility B Lender; (2) to the ratable payment of all interest, fees and commissions due and owing under this Agreement or the Facility B Credit Agreement to the Agents, the Facility B Agents, the Swing Line Lender, any Lender or any Facility B Lender; (3) to the ratable payment (or cash collateralization) of the aggregate outstanding principal amount of Loans and Facility B Loans and the aggregate L/C Obligations and Facility X X/C Obligations; and (4) to the ratable payment of all other obligations of the Borrower to the Agents, the Facility B Agents, the Swing Line Lender, any Lender or any Facility B Lender under any Credit Document or Facility B Credit Document. For purposes of applying payments and proceeds distributed under clause 3 above, each Lender will first apply such amounts to all outstanding Loans of such Lender before such amounts will be held as cash collateral for L/C Obligations in which such Lender is a L/C Participant. The Administrative Agent and the Facility B Administrative Agent shall ratably distribute such payments to the applicable Lenders and the Facility B Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

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 and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders' respective Commitment Percentages. Each Except as provided in Section 2.8, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Term Loans or participating interests therein, as the case may be, then held by the relevant 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. 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 prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.210.2, 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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) Each borrowing by the relevant Borrower 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 the Lenders' respective Tranche A Term Loan Percentages, Tranche B Term Loan Percentages or Revolving Credit Commitment Percentages, as the case may be, of the relevant Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayments) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans the Loans, each payment in respect of fees payable hereunder and each payment in respect of Reimbursement Obligations shall be made applied to the amounts of such obligations owing to the Lenders pro rata according to the respective outstanding principal amounts of such ABR Loans then held by due and owing to the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according , except to the respective outstanding principal amounts extent otherwise required by subsection 2.9(e), by clause (ii) of such Eurodollar Loans then held subsection 2.15(b), by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) subsection 2.18 or by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenderssubsection 2.21. All payments (including prepayments) to be made by a Borrower the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.2subsection 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 (other than payments on the Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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) Each borrowing by the Borrower from the Revolving Credit Lenders hereunder, each payment by the Borrower on account of any commitment fee payable pursuant to Section 2.5 hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Credit Commitment Percentages of the Revolving Credit Lenders' . Each borrowing by the Borrower from the Term Loan Lenders hereunder with respect to the Additional Term Loans of any series shall be made pro rata according to the respective Commitment PercentagesAdditional Term Loan Percentages applicable to such Additional Term Loans of such Term Loan Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit (i) the Initial Term Loans which are ABR or Additional Term Loans of any series shall be made pro rata according to the respective outstanding principal amounts of the Initial Terms Loans or the Additional Term Loans of such ABR Loans series then held by the Term Loan Lenders. Each payment , or (including each prepayment other than any prepayment made pursuant to Section 3.2(f)ii) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Revolving Credit Loans or participating interests therein, as the case may be, then held by the relevant Revolving Credit Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.2, 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 Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionextension and with respect to payments of SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT fees, such fees accruing during such extension shall be payable on the next succeeding Business Day. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Working Day, the maturity thereof shall be extended to the next succeeding Business Working Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Working Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower (a) on account of principal of and interest on Revolving Credit Loans which are ABR the Loans shall be made pro rata according to between the respective outstanding principal amounts of such ABR Loans Facility A Term Loan and the Facility B Term Loan then held by the Lenders. Each payment Lender and (including each prepayment other than any prepayment made pursuant to Section 3.2(f)b) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower the Loans, (i) prior to acceleration pursuant to Section 7 hereof, shall be applied to a particular Eurodollar Tranche shall be made pro rata according to equally between the respective outstanding principal amounts of such Eurodollar Loans Facility A Term Loan and the Facility B Term Loan then held by the Lenders. Each payment Lender and (including each prepayment other than any prepayment made ii) subsequent to acceleration pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans 7 hereof, shall be made applied pro rata according to between the respective outstanding principal amounts of Facility A Term Loan and the Swing Line Loans or participating interests therein, as the case may be, Facility B Term Loan then held by the relevant LendersLender. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., New York City Los Angeles time, on the due date thereof to the Administrative Agent, for Lender to such account as the account of Lender shall specify to the Lenders, at the Administrative Agent's office specified Borrower in Section 11.2writing, in Dollars and in immediately available funds. The Administrative Agent shall distribute such All payments due to the Lenders promptly upon receipt in like funds as receivedLender from the Borrower hereunder shall be deemed paid when received by the Lender. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and, with respect and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extensionrate) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each reduction borrowing by the Borrower of Loans and each payment by the Revolving Credit Commitments Borrower on account of the Lenders any fees hereunder, as applicable, shall be made pro rata according to the respective Applicable Percentages of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR the Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (including each prepayment other than any prepayment made pursuant to Section 3.2(f)ii) by a Borrower on account second, towards payment of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to then due hereunder, ratably among the respective outstanding principal parties entitled thereto in accordance with the amounts of principal then due to such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lendersparties. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made in Dollars without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, time on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent's ’s office specified in Section 11.2, in Dollars and 10.2 in immediately available funds. It is understood that, if any payment of principal is made on any day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive 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 Eurodollar Loan or an Index Rate Competitive Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. [intentionally omitted] (b) Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Term Loans or participating interests therein, as the case may be, then held by the relevant Lenders. (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.2Funding Office, 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.. 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. (d) [intentionally omitted] (e) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. 2.13

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 Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment PercentagesPercentages of the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Revolving Credit Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.210.2, in Dollars and in immediately available funds. It is understood that, if any payment of principal is made on any day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans the Loans, and each payment of fees described in Sections 2.16, in each case, shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of Revolving Commitment Percentages and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests thereinDelayed Draw Term Loan Commitment Percentages, as the case may beapplicable, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff setoff, deduction or counterclaim and shall be made prior to 12:00 Noon11:00 a.m., New York City Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's its office specified in Section 11.210.3, in Dollars and in immediately available funds; provided that the failure of the Borrower to make a payment to the Agent’s account on or before 11:00 a.m. Los Angeles time, in accordance with the foregoing shall not constitute an Event of Default hereunder so long as such payment is received on the applicable due date provided herein. 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 Eurodollar Loans or Index Rate Competitive the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and, with respect and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extensionrate) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Eurodollar Business Day. The Borrower authorizes the Agent to debit any of its bank accounts with the Agent or to make a draw of Revolving Loans or Swing Line Loans for the purpose of effecting payment of principal, interest, fees or other costs and expenses payable by the Borrower to the Agent or any Lender under this Agreement.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit 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 in respect of the Revolving Credit Commitments hereunder shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata allocated by the Administrative Agent, PRO RATA according to the relevant Revolving Credit Commitment Percentages of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on any Revolving Credit Loans which are ABR Loans shall be made pro rata allocated by the Administrative Agent PRO RATA according to the respective outstanding principal amounts of such ABR Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Term Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the Swing Line Term Loans or participating interests therein, as the case may be, then held by the relevant Term Loan Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent's office specified in Section subsection 11.2, 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 Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Term Commitments of the Lenders shall be made pro rata according to the Lenders' ’ respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar EurodollarTerm Benchmark Loans designated by a the Borrower to be applied to a particular Eurodollar EurodollarTerm Benchmark Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar EurodollarTerm Benchmark Loans of such Term Benchmark Tranche then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, in respect of payments of principal or interest relating to Loans made in the New York Funding Office, in each case, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 11.2, in Dollars and in immediately available fundsDollars. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive EurodollarTerm 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 Eurodollar Loan or an Index Rate Competitive EurodollarTerm Benchmark Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction -------------------------------- of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the --- ---- amounts of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding --- ---- principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on Eurodollar Loans which are Eurocurrency Loans designated by a Borrower to be applied to a particular Eurodollar Tranche Eurocurrency Borrowing shall be made pro rata according --- ---- to the respective outstanding principal amounts of such Eurodollar Eurocurrency Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment ; provided that with respect to a single Multicurrency -------- Borrowing payments made pursuant to Section 3.2(f)) by any Swing Line Borrower on account in the specific currency of principal Eurocurrency Loans that are part of and interest on Swing Line Loans such Multicurrency Borrowing shall be made applied pro rata according to the respective --- ---- outstanding principal amounts amount of the Swing Line all Eurocurrency Loans or participating interests therein, as the case may be, then held included in such Multicurrency Borrowing that are denominated in such currency; provided further ---------------- that if payments designated by the relevant Borrower for a particular Multicurrency Borrowing are not denominated in the appropriate currencies required by the next sentence such that each Lender's Credit Exposure will be reduced pro rata in --- ---- accordance with the Lenders' Commitment Percentages, then, the Administrative Agent shall convert a portion of such payments into the currencies required to so reduce each Lender's Credit Exposure pro rata after application of all such --- ---- payments. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's New York office specified in Section 11.210.01, in Dollars the currency in which the applicable Obligation is denominated 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 Eurodollar Loans or Index Rate Competitive 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 Eurodollar Loan or an Index Rate Competitive Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans by the Borrower from the Lenders shall be made, each payment by the Borrower on account of any commitment fee or additional commitment fee hereunder shall be allocated by the Agent, and any reduction of the Revolving Credit Commitments of the Lenders shall be made allocated by the Agent, pro rata according to the Lenders' respective Commitment PercentagesPercentages of the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account in respect of principal of and interest on Revolving Credit Loans which are ABR any Loans shall be made allocated by the Agent pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under any Notes, whether on account in respect of principal, 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., 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 subsection 11.2, in Dollars and in immediately available funds. Payments received by the Agent after such time on such date shall be deemed to have been received on the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate). 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 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant LendersLenders under each applicable Class. All Amounts prepaid on account of the Loans may not be reborrowed. (b) The borrowing by the Borrower of Loans on any Borrowing Date from the Lenders hereunder shall be made pro rata according to the Commitment Percentages of the Lenders under each applicable Class in effect on such Borrowing Date. Unless otherwise set forth herein, (i) all payments (including prepayments) to be made by a the Borrower hereunderhereunder in respect of amounts denominated in Pounds Sterling, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 10:00 A.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Administrative Agent’s office specified in subsection 11.2 for Pounds Sterling, in Pounds Sterling and (ii) all payments (including prepayments) to be made by the Borrower hereunder in respect of amounts denominated in Dollars, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Administrative Agent's ’s office specified in Section 11.2subsection 11.2 for payments denominated in Dollars, and in Dollars and each case 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 the Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.. (c) Notwithstanding the foregoing, payments may be made on a non pro rata basis under this Agreement in order to give effect to subsection 2.4. - 37 - Active.28128860.17

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, and any reduction of the Aggregate Revolving Credit Commitments of the Lenders Loan Commitment, shall be made pro rata according to the respective Revolving Loan Commitment Percentages of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit the Loans (other than (x) Alternate Currency Loans, which are ABR Loans shall be payable to the Alternate Currency Fronting Lender, (y) Swing Line Loans, which shall be payable to the Swing Line Lender and (z) Protective Advances and Overadvances, which shall be payable to the Agent) shall be made pro rata according to the respective outstanding principal and interest amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant Subject to Section 3.2(f2.10(b)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All all payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the other Loan Documents, whether on account of principal, 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., New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent's office specified in Section 11.29.2, in US Dollars (or, if applicable, in the relevant Alternate Currency) and in immediately available funds. The Administrative All payments shall be remitted to the Agent shall distribute and all such payments not relating to principal or interest of specific Loans or not constituting payment of specific fees as specified by the Lenders promptly upon receipt in like funds Borrower, and all proceeds of any Collateral received by the Agent, shall be applied pursuant to Section 7.03(b) of the Security Agreement or Section 11.06 of the Security Agreement, as receivedapplicable. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and, with respect and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extensionrate) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Company from the Lenders, each conversion of a Revolving Credit Loan pursuant to Section 3.01(d) hereof or continuation of a Revolving Credit Loan pursuant to Section 3.01(e) hereof, each payment by the Company on account of any fee (other than with respect to fees which are expressly payable to the Administrative Agent or the Issuing Lender for its own account), and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata PRO RATA according to the respective relevant Commitment Proportions of the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Company on account of principal of and interest on Revolving Credit Loans which are ABR Loans each Loan shall be made pro rata in the Applicable Currency in which such Loan is denominated and shall be made PRO RATA according to the respective outstanding principal amounts of such ABR Loans then held by each Lender. Except as otherwise provided in Section 2.04 hereof, all payments by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower Company on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche any Swingline Loan shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower Swingline Lender at its office specified on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lendersits signature page hereof in Dollars in immediately available funds. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees and reimbursement obligations shall be made without set-off or otherwisecounterclaim and, with respect to payments of the Loans, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders (except as specified above), at the Administrative Agent's office specified in Section 11.2Payment Office, in Dollars and or the other Applicable Currency, in immediately available funds. The Administrative Agent shall distribute such payments with respect to Loans to the Lenders promptly upon receipt in like funds by wire transfer of each Lender's portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company's accounts at the Payment Office or any other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, 44 directly charge reimbursement obligations with respect to Letters of Credit to the Company's accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of "Interest Period", if any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If Notwithstanding any payment on a Eurodollar Loan other provisions of this Agreement, if and to the extent that EMU Legislation provides that amounts denominated in the euro or an Index Rate Competitive Loan becomes due and payable on NCU may be paid within a day other than a Business Daycountry in either the euro or the NCU of that country by crediting an account of the creditor in that country, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall may be made on in either the immediately preceding Business Dayeuro or such NCU.

Pro Rata Treatment and Payments. (a) Each borrowing (other than a borrowing of Swing Line Loans, Local European Loans or European Overdraft Loans) by a Borrower hereunder, each payment by a Borrower on account of any facility fee hereunder and any reduction of the Revolving Credit Commitments shall be made PRO RATA according to the respective relevant Commitment Percentages of the Lenders shall be made pro rata according to holding the Lenders' respective Commitment Percentagesaffected obligations. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and (subject to the provisions of subsection 10.12) interest on Revolving Credit the Loans (other than the Swing Line Loans, the European Overdraft Loans or any Local European Loans in which are ABR Loans the purchase of participating interests has not been funded pursuant to subsection 7.5(a)) shall be made pro rata PRO RATA according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests thereinExcept as otherwise set forth herein, as the case may be, then held by the relevant Lenders. All all payments (including prepayments) to be made by a any Borrower hereunder, whether on account of principal, 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., New York City timetime (with respect to amounts denominated in Dollars) or London time (with respect to other amounts), 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 11.2subsection 17.3 (or at such other office as the Administrative Agent may from time to time specify), in Dollars and in immediately available fundsfunds and in the currency in which the underlying obligation is denominated (PROVIDED that facility fees payable pursuant to subsection 10.2 shall be payable in Dollars). 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 (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each Except as otherwise expressly provided herein, each borrowing by the 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 the Lenders' respective Commitment PercentagesPercentages of the Lenders. Each Except as otherwise expressly provided herein, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower the Company on account of principal of and interest on the Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Revolving Credit Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower the Company hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon1:30 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in Section 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, 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, in which event such payment shall be made on the immediately preceding Business Day. Fundings and repayments of Fronted Loans shall be made as specified in the relevant Fronting Lender Addendum.

Pro Rata Treatment and Payments. (a) Each reduction borrowing of the Revolving Credit Commitments of the Lenders Loans (other than Swing Line Loans and Competitive Loans) hereunder shall be made pro rata according to made, each payment by the Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans any commitment fee hereunder shall be made allocated by the Administrative Agent, and any reduction of the Total Commitment shall be allocated by the Administrative Agent, pro rata according to the respective outstanding principal amounts Specified Percentages of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of (i) principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche (other than Swing Line Loans which shall be made pro rata paid to the Swing Line Lender only) or Reimbursement Obligations or (ii) commitment fees, shall be allocated ratably by the Administrative Agent according to the respective outstanding amount of interest, principal amounts of such Eurodollar Loans and fees which are then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of due and interest on Swing Line Loans shall be made pro rata according payable to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under any Notes, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 NoonP.M., New York City Dallas, 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 11.2, 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 (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day Day, (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless unless, with respect to payments of Eurodollar Loans only, the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitment Percentages. Each borrowing by Borrower from Banks hereunder, each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a Borrower on account of principal of and interest on the Revolving Credit Loans which are ABR 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 of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests thereinRevolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, as the case may beappropriate, then held by the relevant LendersBanks. All payments (including prepayments) to be made by a Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 12:00 Noon, New York City Columbus, Ohio time, on the due date thereof to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent's office specified 100 Xxxx Xxxxx Xxxxxx xxxice in Section 11.2Columbus, Ohio, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders Banks promptly upon receipt in like funds as received. If the Agent does not promptly distribute such payments to Banks, each Bank shall be entitled to recover from Agent interest on such corresponding amount in respect of each day from the date such payments were required to be distributed to such Bank to the date such corresponding amount is actually delivered to such Bank by Agent, at a rate per annum equal to the Federal Funds Rate. If any payment hereunder (other than payments on Eurodollar Loans or Index a Prime Rate Competitive Loans) Loan becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment hereunder on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Lenders' ’ respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar EurodollarTerm Benchmark Loans designated by a Borrower to be applied to a particular Eurodollar EurodollarTerm Benchmark Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar EurodollarTerm Benchmark Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's ’s office specified in Section 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 Eurodollar EurodollarTerm Benchmark Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar EurodollarTerm Benchmark Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. The provisions of this Section 2.15(a) shall, to the extent applicable, be subject to the procedures set forth in Section 2.21.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any facility fee and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Commitments of, or, in the case of the borrowing of the Term Loans, the Term Loans then held by the relevant Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by a Borrower on account of principal of and interest on Eurodollar Loans designated by a Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)) by any Swing Line Borrower on account of principal of and interest on Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City Atlanta 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 11.2Funding Office, 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 or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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. Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans, on demand, from the Borrower. Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Each a)Each reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata PRO RATA according to the amounts of such Revolving Lenders' respective Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata PRO RATA according to the respective outstanding principal amounts of such ABR Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by a the Borrower to be applied to a particular Eurodollar Tranche Borrowing shall be made pro rata PRO RATA according to the respective outstanding principal amounts of such Eurodollar Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by any Swing Line the Borrower on account of principal of and -45- interest on Swing Line Swingline Loans shall be made pro rata PRO RATA according to the respective outstanding principal amounts of the Swing Line Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noonnoon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent's New York office specified in Section 11.2, 9.01 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 receivedreceipt. If any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or an Index Rate Competitive Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders' respective ’ Commitment Percentages. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Revolving Credit Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by a the Borrower on account of principal of and interest on Eurodollar Loans which are Eurocurrency Loans designated by a the Borrower to be applied to a particular Eurodollar Tranche Eurocurrency Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Eurodollar Loans then held by the LendersLenders of the applicable Class. Each payment (including each prepayment other than any prepayment made pursuant to Section 3.2(f)prepayment) by any Swing Line the Borrower on account of principal of and interest on Swing Line Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon10:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent's ’s New York office specified in Section 11.2, in Dollars and 9.01 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 any payment hereunder (other than payments on Eurodollar Loans or Index Rate Competitive 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 Eurodollar Loan or an Index Rate Competitive Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.