Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Each borrowing of Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each payment (other than prepayments) by the Company on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b). All payments (including prepayments) to be made by the Company on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Agent for the account of the Banks at the Agent’s office specified in Article XV in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Agent shall distribute such payments to the Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of Loans any commitment fee hereunder and any reduction of the Commitments of Lenders shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each payment under this Agreement or Except during any Note shall be appliedperiod in which an Event of Default has occurred and is continuing, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on the 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 due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such section. Each optional prepayment on account of principal of Loans then held by the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder in respect of any Loan, whether on account of principal, interest and fees interest, fees, expenses or otherwise, shall be made without defense, set-set off or counterclaim (except as provided in Article IX) and shall be made prior to 11:00 A.M., New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders with respect to such Loans, at the Administrative Agent’s 's office specified in Article XV subsection 10.2, in Dollars and in immediately available funds not later than 1:00 P.M. funds. At any time that an Event of Default has occurred and is continuing, all payments (Charlotteincluding prepayments) made by Borrower hereunder and any application by the Administrative Agent of the proceeds of any Collateral and/or payment under any Guarantee 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, North Carolina timesubsection 10.5 of the Facility A Credit Agreement or subsection 10.5 or the Facility B Credit Agreement to the Agents, the Facility A Agents and/or the Facility B Agents and, after payment in full thereof, to any other Lender, Facility A Lender or Facility B Lender; (2) on to the date when dueratable payment of all interest, fees and commissions due and owing under this Agreement, the Facility A Credit Agreement or the Facility B Credit Agreement or to the Agents, the Facility B Agents, the Facility A Agents, the Swing Line Lender, any Lender, any Facility A Lender or any Facility B Lender; (3) to the ratable payment (or cash collateralization) of the aggregate outstanding principal amount of Loans, Facility A Loans and Facility B Loans and the aggregate Facility A 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 A Agents, the Facility B Agents, the Swing Line Lender, any Lender, any Facility A Lender or any Facility B Lender under any Credit Document, Facility A Credit Document or Facility B Credit Document. The Administrative Agent, the Facility A Administrative Agent and the Facility B Administrative Agent shall ratably distribute such payments to the Banks entitled thereto applicable Lenders, the Facility A Lenders and the Facility B Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans and any reduction of by the Commitments U.S. Borrower from the U.S. Revolving Lenders hereunder shall be made pro rata according to the respective U.S. Dollar Funding Commitment Percentages of the BanksU.S. Revolving Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing borrowing of Term Loans by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of U.S. Borrower from the Notes of the Company and, third, to principal then due and owing Term Lenders hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each payment (other than prepayments) by the Company on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts due and owing Term Percentages of the Term Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Revolving Lenders in accordance with Section 2.10. Prepayments made the respective amounts which such U.S. Revolving Lenders are entitled to receive pursuant to Section 3.5 subsection 9.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Revolving Lenders shall be applied allocated by the General Administrative Agent among the U.S. Revolving Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Revolving Lenders. Except as provided in accordance with such section. Each subsection 2.5 or subsection 9.4(d), each payment (other than any optional prepayment prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be applied in accordance with Section 2.10(a) allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each mandatory U.S. Revolving Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be applied in accordance with Section 2.10(b)allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. Each payment (including any optional prepayment) by the U.S. Borrower on account of principal of or interest on the Term Loans shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each Term Lender. All payments (including prepayments) to be made by the Company U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent General Administrative Agent, for the account of the Banks U.S. Revolving Lenders or the Term Lenders, as applicable, at the General Administrative Agent’s 's office specified in Article XV subsection 17.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The General Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto to receive the same promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans by 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, in each case, pro rata according to the respective relevant Revolving Credit Commitment Percentages of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Revolving Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on the any Revolving Credit Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such sectionRevolving Credit Loans then held by the Revolving Credit Lenders. Each optional prepayment payment (including each prepayment) by the Borrower on account of principal of the and interest on any Term Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the Term Loans shall be applied in accordance with Section 2.10(b)then held by the Term Loan Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder, whether on account of principal, interest and fees interest, fees, Reimbursement Obligations or otherwise, shall be made without defense, set-off or counterclaim (or, except as provided in Article IX) permitted under subsection 4.11, other deduction and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent’s office specified in Article XV subsection 13.2, in Dollars and or, in the case of L/C Obligations in any Designated Foreign Currency, such Designated Foreign Currency and, whether in Dollars or any Designated Foreign Currency, in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the date when duenext Business Day. The Administrative Agent shall distribute such payments to the Banks entitled thereto 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 LIBO Rate Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Eurodollar 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 (i) Except as provided in subsection 2.5, each borrowing of Revolving Credit Loans and any reduction of by the Commitments U.S. Borrower from the Lenders hereunder shall be made pro rata according to the respective Funding Commitment Percentages of the BanksLenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment U.S. Borrower on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the Administrative Agent among the Lenders in accordance with the respective amounts due and owing (except as which such Lenders are entitled to receive pursuant to subsection 7.5(a). Any reduction of the Revolving Credit Commitments of the Lenders shall be allocated by the Administrative Agent among the Lenders pro rata according to the portion Revolving Credit Commitment Percentages of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each Except as provided in subsection 2.5, each payment (other than prepaymentsany optional prepayment) by the Company U.S. Borrower on account of principal of and interest on the Revolving Credit Loans or the CAF Advances shall be made allocated by the Administrative Agent pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectioneach Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the Revolving Credit Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of allocated by the Administrative Agent pro rata according to the respective outstanding principal of the Loans shall be applied in accordance with Section 2.10(b)amounts thereof. All payments (including prepayments) to be made by the Company U.S. Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders, at the Administrative Agent’s 's office specified in Article XV subsection 15.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto to receive the same promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans and any reduction of by the Commitments U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the respective Funding Commitment Percentages of the BanksU.S. Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment U.S. Borrower on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts due and owing (except as which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the portion U.S. Revolving Credit Commitment Percentages of the Letter of Credit retained by the Issuing Bank and the Issuing Bank FeesU.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d). Each , each payment (other than prepaymentsany optional prepayment) by the Company U.S. Borrower on account of principal of and or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be made allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectioneach U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of allocated by the General Administrative Agent pro rata according to the respective outstanding principal of the Loans shall be applied in accordance with Section 2.10(b)amounts thereof. All payments (including prepayments) to be made by the Company U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent General Administrative Agent, for the account of the Banks U.S. Lenders, at the General Administrative Agent’s 's office specified in Article XV subsection 18.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The General Administrative Agent shall distribute such payments to the Banks U.S. Lenders entitled thereto to receive the same promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksLenders. Each payment (other than prepayments) of principal or interest under this Agreement or any Note shall be appliedapplied pro rata, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.4, second, to interest then due and owing in respect of hereunder and under the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the CompanyNotes. Each payment on account of any fees pursuant to Section 2.8 2.4 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a2.6(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.6(b). Prepayments made pursuant to Section 2.14 shall be applied in accordance with such section. All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.17(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) 12:00 Noon on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrower from the Lenders, each payment (including each prepayment) by the Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Commitment Percentages Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect account of the Notes of the Company and, third, to principal then due and owing hereunder and a particular Lender under the Notes terms of the Company. Each payment on account of any fees pursuant to Section 2.8 2.04, Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.22, Section 10.03 or Section 10.13 shall be made pro rata for the account of such Lender (or the Swingline Lender in accordance with the respective amounts due case of Section 2.22), and owing (except as to ii) if any Lender shall become a Defaulting Lender, from and after the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each date upon which such Lender shall have become a Defaulting Lender, any payment (other than prepayments) by the Company made on account of principal of and or interest on the Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.23(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest interest, reimbursement of LC Disbursements and fees shall be made in immediately available funds without defense, set-off setoff or counterclaim (except as provided in Article IX) and shall be made to the Administrative Agent for the account on behalf of the Banks Lenders (or on behalf of the Issuing Bank or the Swingline Lender, as the case may be) at the Administrative Agent’s office specified as notified to the Borrower from time to time at least five (5) Business Days before any change in Article XV in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on such office. On the date when dueof this Agreement, the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, Attention of Xxxxxxxxx Faith, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Banks entitled thereto Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments Reimbursement of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment all LC Disbursements shall be made on the immediately preceding Business Dayas required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans and any reduction of by the Commitments U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the respective U.S. Dollar Funding Commitment Percentages of the BanksU.S. Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment U.S. Borrower on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts due and owing (except as which such U.S. Lenders are entitled to receive pursuant to subsection 9.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the portion U.S. Revolving Credit Commitment Percentages of the Letter of Credit retained by the Issuing Bank and the Issuing Bank FeesU.S. Lenders. Except as provided in subsection 2.5 or subsection 9.4(d). Each , each payment (other than prepaymentsany optional prepayment) by the Company U.S. Borrower on account of principal of and or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be made allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectioneach U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of allocated by the General Administrative Agent pro rata according to the respective outstanding principal of the Loans shall be applied in accordance with Section 2.10(b)amounts thereof. All payments (including prepayments) to be made by the Company U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent General Administrative Agent, for the account of the Banks U.S. Lenders, at the General Administrative Agent’s 's office specified in Article XV subsection 17.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The General Administrative Agent shall distribute such payments to the Banks U.S. Lenders entitled thereto to receive the same promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksRevolving Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.5, second, to interest then due and owing in respect of the Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrower. Each payment on account of any fees pursuant to Section 2.8 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans and the Term Loan shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.102.7 hereof. Prepayments made pursuant to Section 3.5 2.15 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a2.7(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.7(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.18(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsection 2.5, each borrowing of Revolving Credit Loans and any reduction of by the Commitments U.S. Borrower from the Lenders hereunder shall be made pro rata according to the respective Funding Commitment Percentages of the BanksLenders in effect on the date of such borrowing. Each payment under this Agreement or by the U.S. Borrower on account of any Note commitment fee hereunder shall be applied, first, to any fees then due and owing allocated by the Company Administrative Agent among the Lenders in accordance with the respective amounts which such Lenders are entitled to receive pursuant to Section 2.8subsection 5.5(a). Any reduction of the Revolving Credit Commitments of the Lenders shall be allocated by the Administrative Agent among the Lenders pro rata according to the Revolving Credit Commitment Percentages of the Lenders. Except as provided in subsection 2.5, secondeach payment (other than any optional prepayment) in respect of principal or interest in respect of the Loans shall be allocated among the Revolving Credit Loans, Multicurrency Loans and Term Loans pro rata according to interest the amounts of principal or interest, as the case may be, then due and owing in respect of the Notes of the Company andsuch Loans. Except as provided in subsection 2.5 or subsection 5.4(c), third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each each payment (other than prepaymentsany optional prepayment) by the Company U.S. Borrower on account of principal of and or interest on the Revolving Credit Loans shall be made allocated by the Administrative Agent pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectioneach Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the Revolving Credit Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b). All payments (including prepayments) to be made allocated by the Company on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made Administrative Agent pro rata according to the Agent for the account of the Banks at the Agent’s office specified in Article XV in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Agent shall distribute such payments to the Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Dayrespective outstanding principal amounts thereof.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Revolving 364 Day Lenders hereunder, each payment by the Borrower on account of Loans any commitment fee hereunder and any reduction of the Revolving 364 Day Commitments of Revolving 364 Day Lenders shall be made pro rata according to the respective Commitment Percentages of the BanksRevolving 364 Day Lenders. Each payment under this Agreement or Except during any Note shall be appliedperiod in which an Event of Default has occurred and is continuing, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on any Term Loans and/or the Loans Revolving 364 Day 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 due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such section. Each optional prepayment on account of principal of Loans then held by the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder in respect of any Loan, whether on account of principal, interest and fees interest, Reimbursement Obligations (whether in respect of Domestic L/Cs or Foreign L/Cs), fees, expenses or otherwise, shall be made without defense, set-set off or counterclaim (except as provided in Article IX) and shall be made prior to 11:00 A.M., New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders with respect to such Loans, at the Administrative Agent’s 's office specified in Article XV subsection 10.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlottefunds; provided, North Carolina time) 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 when duesuch 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 and/or payment under any Guarantee 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, subsection 10.5 of the Facility A Credit Agreement or subsection 10.5 or the Facility C Credit Agreement (if Facility C exists) to the Agents, the Facility A Agents and/or the Facility C Agents (if Facility C exists) and, after payment in full thereof, to any other Lender, Facility A Lender or Facility C Lender (if Facility C exists); (2) to the ratable payment of all interest, fees and commissions due and owing under this Agreement, the Facility A Credit Agreement or the Facility C Credit Agreement (if Facility C exists) or to the Agents, the Facility C Agents (if Facility C exists), the Facility A Agents, the Swing Line Lender, any Lender, any Facility A Lender or any Facility C Lender (if Facility C exists); (3) to the ratable payment (or cash collateralization) of the aggregate outstanding principal amount of Loans, Facility A Loans and Facility C Loans (if Facility C exists) and the aggregate L/C Obligations, Facility A L/C Obligations and Facility C L/C Obligations (if Facility C exists); and (4) to the ratable payment of all other obligations of the Borrower to the Agents, the Facility A Agents, the Facility C Agents (if Facility C exists), the Swing Line Lender, any Lender, any Facility A Lender or any Facility C Lender (if Facility C exists) under any Credit Document, Facility A Credit Document or Facility C Credit Document (if Facility C exists). 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, the Facility A Administrative Agent and the Facility C Administrative Agent (if Facility C exists) shall ratably distribute such payments to the Banks entitled thereto applicable Lenders, the Facility A Lenders and the Facility C Lenders (if Facility C exists) promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fees hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on Revolving Credit Loans, as the Loans case may be, shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such section. Each optional prepayment on account of principal of Loans then held by the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder and under the Notes on account of principal, principal of and _interest on the Loans and commitment fees shall be made without defense, set-set off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders, at the Administrative Agent’s office specified in Article XV subsection 10.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks entitled thereto Lenders promptly upon receipt in like funds as received. All payments on account of arrangement and annual administrative fees 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 its own account, at the Administrative Agent’s office specified in subsection 10.2, in Dollars and in immediately available funds. Any other amount received by the Administrative Agent which is payable to any Lender pursuant to the provisions of this Agreement shall be distributed by the Administrative Agent to such Lender promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Eurodollar 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 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 borrowing by the Company from the Lenders, each conversion of Loans a Loan pursuant to Section 3.01(e) or continuation of a Loan pursuant to Section 3.01(f), each payment by the Company on account of any fee (other than with respect to fees for the account of the Administrative Agent and the Issuing Lender described in Section 3.04, reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.06 and payments to the Swingline Lender of Swingline Loans) and any reduction of the Revolving Credit Commitments or the Term Loan Commitments of the Lenders hereunder shall be made pro rata according to the respective Commitment Percentages Proportions of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and held by each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Lender. All payments (including prepayments) to be made by the Company on account of principal, interest interest, fees and fees reimbursement obligations shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Agent Administrative Agent, for the account of the Banks Lenders (except as specified in Sections 2.06(e) and Section 3.04) at the Agent’s office specified in Article XV Payment Office of the Administrative Agent in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks entitled thereto 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 the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksRevolving Lenders. Each Subject to the terms of this Section 2.13(a) and to Section 2.13(b), each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.6, second, to interest then due and owing in respect of the Notes Credit Party Obligations of the Company andBorrower, third, to principal then due and owing hereunder and under the Notes Credit Party Obligations of the CompanyBorrower and, fourth, to all amounts then due and owing in respect of the Credit Party Obligations. Each payment on account of any fees pursuant to Section 2.8 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan shall be made pro rata to the Lenders according to the respective amounts due and owing in accordance with Section 2.10owing. Prepayments made pursuant to Section 3.5 2.16 shall be applied in accordance with such sectionSection. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.8(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest interest, fees and fees other amounts shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.19(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV on record with the Borrower in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) 12:00 Noon on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Company from the Lenders, each conversion of Loans 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), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.03 hereof, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective relevant Commitment Percentages Proportions of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts due and owing of such Loans held by each Lender. Except as otherwise provided in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment 2.04, all payments by the Company on account of principal of the Loans and interest on any Swingline Loan shall be applied made to the Swingline Lender at its office specified on its signature page hereof in accordance with Section 2.10(aDollars in immediately available funds. All payments (including prepayments) and each mandatory prepayment to be made by the Company on account of principal or interest on any Bid Loan shall be made to the Administrative Agent for the amount of the Loans shall be applied applicable Bid Loan Lender in accordance with Section 2.10(b)Dollars in immediately available funds. All payments (including prepayments) to be made by the Company on account of principal, interest interest, fees and fees reimbursement obligations shall be made without defense, set-off or counterclaim (except as provided in Article IX) and and, with respect to payments of the Loans shall be made to the Agent Administrative Agent, for the account of the Banks Lenders (except as specified above), at the Agent’s office specified in Article XV Payment Office of the Administrative Agent in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments with respect to Loans to the Banks entitled thereto 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 the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans (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 respective relevant Revolving Credit Commitment Percentages of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on the any Revolving Credit Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such sectionRevolving Credit Loans then held by the Revolving Credit Lenders. Each optional prepayment payment (including each prepayment) by the Borrower on account of principal of the and interest on any Term Loans or Delayed Draw Term Loans shall be applied in accordance with Section 2.10(a) allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Term Loans or Delayed Draw Term Loans then held by the Term Loan Lenders and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Delayed Draw Term Loan Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder and under any Notes, whether on account of principal, interest and fees interest, fees, Reimbursement Obligations or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent’s 's office specified in Article XV in Dollars and subsection 12.2 in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the date when duenext Business Day. The Administrative Agent shall distribute such payments to the Banks entitled thereto promptly upon receipt such Lenders, if any 35 35 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 LIBO Rate Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Eurodollar 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 and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksLenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.5, second, to interest then due and owing in respect of the Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrower. Each payment on account of any fees pursuant to Section 2.8 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Facing Fee and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.102.7 hereof. Prepayments made pursuant to Section 3.5 2.15 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.7(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.18(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. 12:00 noon (Charlotte, North Carolina New York time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Company from the Lenders, each conversion of Loans 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), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.03 hereof, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective relevant Commitment Percentages Proportions of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts due and owing of such Loans held by each Lender. Except as otherwise provided in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment 2.04, all payments by the Company on account of principal of the Loans and interest on any Swingline Loan shall be applied made to the Swingline Lender at its office specified on its signature page hereof in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied Dollars in accordance with Section 2.10(b)immediately available funds. All payments (including prepayments) to be made by the Company on account of principal, interest interest, fees and fees reimbursement obligations shall be made without defense, set-off or counterclaim (except as provided in Article IX) and and, with respect to payments of the Loans shall be made to the Agent Administrative Agent, for the account of the Banks Lenders (except as specified above), at the Agent’s office specified in Article XV Payment Office of the Administrative Agent in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments with respect to Loans to the Banks entitled thereto 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 the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Revolving Credit Lenders hereunder, each payment by the Borrower on account of Loans any commitment fee hereunder and any reduction of the Revolving Credit Commitments of Revolving Credit Lenders shall be made pro rata according to the respective Commitment Percentages of the BanksRevolving Credit Lenders. Each payment under this Agreement or Except during any Note shall be appliedperiod in which an Event of Default has occurred and is continuing, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on the Loans Revolving Credit 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 due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such section. Each optional prepayment on account of principal of Loans then held by the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder in respect of any Loan, whether on account of principal, interest and fees interest, Reimbursement Obligations (whether in respect of Domestic L/Cs or Foreign L/Cs), fees, expenses or otherwise, shall be made without defense, set-set off or counterclaim (except as provided in Article IX) and shall be made prior to 11:00 A.M., New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders with respect to such Loans, at the Administrative Agent’s 's office specified in Article XV subsection 10.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlottefunds; provided, North Carolina time) 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 when duesuch 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 and/or payment under any Guarantee 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, subsection 10.5 of the Facility B Credit Agreement or subsection 10.5 of the Facility C Credit Agreement (if Facility C exists) to the Agents, the Facility B Agents and/or the Facility C Agents (if Facility C exists), and after payment in full thereof, to any other Lender, Facility B Lender or Facility C Lender (if Facility C exists); (2) to the ratable payment of all interest, fees and commissions due and owing under this Agreement, the Facility B Credit Agreement or the Facility C Credit Agreement (if Facility C exists) to the Agents, the Facility B Agents, the Facility C Agents (if Facility C exists), the Swing Line Lender, any Lender, any Facility B Lender or any Facility C Lender (if Facility C exists); (3) to the ratable payment (or cash collateralization) of the aggregate outstanding principal amount of Loans, Facility B Loans, Facility C Loans (if Facility C exists) and the aggregate L/C Obligations, Facility X X/C Obligations and the Facility C L/C Obligations (if Facility C exists); and (4) to the ratable payment of all other obligations of the Borrower to the Agents, the Facility B Agents, the Facility C Agents (if Facility C exists), the Swing Line Lender, any Lender, any Facility B Lender, or any Facility C Lender (if Facility C exists) under any Credit Document, Facility B Credit Document or Facility C Credit Document (if Facility C exists). 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, the Facility B Administrative Agent and the Facility C Administrative Agent (if Facility C exists) shall ratably distribute such payments to the Banks entitled thereto applicable Lenders, the Facility B Lenders and the Facility C Lenders (if Facility C exists) promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans and any reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the respective amounts of such Revolving Lenders’ Commitment Percentages of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Percentages. Each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on the Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts due of such ABR Loans then held by the Lenders of the applicable Class, with adjustments, as necessary and owing in accordance appropriate, to reflect the different interest rates payable with Section 2.10respect to Revolving Loans depending on the Revolving Credit Maturity Date of such Revolving Loans and payment of principal to Non-Extending Lenders on the applicable Revolving Credit Maturity Date. Prepayments made pursuant Subject to Section 3.5 shall be applied in accordance with such section. Each optional prepayment 2.05(f), each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by the Loans Borrower to be applied to a particular Eurodollar Borrowing shall be applied in accordance made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class, with adjustments, as necessary and appropriate, to reflect the different interest rates payable with respect to Revolving Loans depending on the Revolving Credit Maturity Date of such Revolving Loans and payment of principal to Non-Extending Lenders on their Revolving Credit Maturity Date. Subject to Section 2.10(a2.05(f), each payment (including each prepayment) and each mandatory prepayment by the Borrower on account of principal of the and interest on Swingline Loans shall be applied in accordance with Section 2.10(b)made pro rata according to the respective outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off setoff or counterclaim (except as provided in Article IX) and shall be made prior to 10:00 a.m., New York time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders of the applicable Class, at the Administrative Agent’s New York office specified in Article XV Section 10.01 in Dollars the currency in which the applicable obligation is denominated and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks 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 the LIBO Rate Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. For the avoidance of doubt, nothing in this Section 2.13(a) shall prohibit the Borrower from paying, on June 30, 2012, the unpaid principal amount of each Revolving Loan having a Revolving Credit Maturity Date of June 30, 2012 in accordance with the terms of Section 2.07.

Pro Rata Treatment and Payments. (aa)(i) Each borrowing of Revolving Credit Loans and any reduction of by the Commitments Company from the Revolving Credit Lenders hereunder shall be made pro rata PRO RATA according to the respective Revolving Credit Commitment Percentages of the BanksRevolving Credit Lenders in effect on the date of such borrowing. Each borrowing of Term Loans by the Company from the Term Loan Lenders hereunder shall be made PRO RATA according to the Term Loan Commitment Percentages of the Term Loan Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 commitment fee hereunder shall be made pro rata allocated by the Administrative Agent among the Revolving Credit Lenders in accordance with the respective amounts due and owing (except which such Revolving Credit Lenders are entitled to receive pursuant to subsection 6.5(a). Any reduction of the Revolving Credit Commitments or Term Loan Commitments, as the case may be, of the Lenders shall be allocated by the Administrative Agent among the Lenders PRO RATA according to the portion Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Feessuch Lenders. Except as provided in subsection 6.4(h). Each , each payment (other than prepaymentsany optional prepayment) by the Company on account of principal of and or interest on the in respect of Revolving Credit Loans or Term Loans shall be made pro rata allocated by the Administrative Agent PRO RATA according to the respective principal amounts thereof then due and owing to each Lender. Except as provided in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each subsection 6.4(h), each optional prepayment by the Company on account of principal of the or interest in respect of Revolving Credit Loans or Term Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of allocated by the Administrative Agent PRO RATA according to the respective outstanding principal of the Loans shall be applied in accordance with Section 2.10(b)amounts thereof. All payments (including prepayments) to be made by the Company in respect of Revolving Credit Loans or Term Loans hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders entitled thereto, at the Administrative Agent’s 's office specified in Article XV subsection 4.2, in U.S. Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto to receive the same promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by any Borrower from the Lenders hereunder, each payment by such Borrower on account of Loans any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Initial Term Percentages or Revolving Percentages, as the case may be, of the Banksrelevant Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). b) Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10of the Term Loans then held by the Term Lenders. Prepayments made pursuant to Section 3.5 The amount of each mandatory principal prepayment of the Term Loans shall be applied applied, first, to reduce the then remaining installments of the Initial Term Loans and Incremental Term Loans, as the case may be, occurring within the next 12 months, in accordance with such sectiondirect order of maturity, and second, to reduce the remaining respective installments thereof, in each case pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Each optional prepayment payment (including each prepayment) by the applicable Borrower on account of principal of and interest on the Revolving Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of made pro rata according to the respective outstanding principal amounts of the Revolving Loans shall be applied in accordance with Section 2.10(b)then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by the Company a Borrower hereunder in respect of amounts denominated in Dollars, whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off setoff or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders, at the Agent’s office specified in Article XV Funding Office, in Dollars and in immediately available funds not later than 1:00 P.M. funds. All payments (Charlotteincluding prepayments to be made by a Borrower hereunder with respect to principal and interest on Revolving Loans denominated in Alternative Currencies shall be made without set off or counterclaim and shall be made prior to 12:00 noon, North Carolina time) Local Time (or, with respect to any Revolving Loan denominated in Swiss Francs, 8:00 A.M., Local Time), on the due date when duethereof to the Administrative agent, for the account of the Lenders, in the city of the Administrative Agent’s Applicable Payment Office for the applicable currency, in the Alternative Currency with respect to which such Revolving Loan is denominated and in immediately available funds. The Administrative Agent shall distribute such payments to the Banks entitled thereto each relevant Lender promptly upon receipt in like funds as received. If , net of any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, amounts owing by 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 LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.Lender pursuant to

Pro Rata Treatment and Payments. (a) Each borrowing by the Company from the Lenders, each conversion of Loans a Loan pursuant to Section 3.01(e) or continuation of a Loan pursuant to Section 3.01(f), each payment by the Company on account of any fee (other than with respect to fees for the account of the Administrative Agent and the Issuing Lender described in Section 3.04, reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.06 and payments to the Swingline Lender of Swingline Loans) and any reduction of the Revolving Credit Commitments or the Term Loan Commitments of the Lenders hereunder shall be made pro rata according to the respective Commitment Percentages Proportions of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and held by each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Lender. All payments (including prepayments) to be made by the Company on account of principal, interest interest, fees and fees reimbursement obligations shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Agent Administrative Agent, for the account of the Banks Lenders (except as specified in Sections 2.06(e) and Section 3.04) at the Agent’s office specified in Article XV Payment Office of the Administrative Agent in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks entitled thereto 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 the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksRevolving Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.5, second, to interest then due and owing in respect of the Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrower. Each payment on account of any fees pursuant to Section 2.8 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit Fees retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10owing. Prepayments made pursuant to Section 3.5 2.15 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.7(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.18(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. 12:00 noon (Charlotte, North Carolina New York time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.6, second, to interest then due and owing in respect of the Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrower. Each payment on account of any fees pursuant to Section 2.8 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.102.8 hereof. Prepayments made pursuant to Section 3.5 2.16 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.8(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.19(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 2:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans and any reduction of the Commitments shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each payment under this Credit Agreement or any Note shall be applied, applied (i) first, to any fees Fees then due and owing by the Company pursuant to Section 2.8owing, (ii) second, to interest then due and owing in respect of the Notes of the Company and, and (iii) third, to principal then due and owing hereunder and under the Notes of the CompanyNotes. Each payment on account of any fees pursuant to Section 2.8 the Commitment Fees or the Letter of Credit Fees shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)owing. Each payment (other than voluntary repayments and mandatory prepayments) by the Company Borrowers on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts due and owing hereunder in accordance with Section 2.10the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Prepayments made pursuant to Section 3.5 Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be applied payable in accordance with the same Foreign Currency as such sectionLoan. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) voluntary repayment and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)2.8. All payments (including prepayments) to be made by the Company Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.18(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV in Dollars and Section 10.2 in immediately available funds and (A) in the case of Loans or other amounts denominated in Dollars, shall be made in Dollars not later than 1:00 P.M. on the date when due and (CharlotteB) in the case of Loans or other amounts denominated in a Foreign Currency, North Carolina time) shall be made in such Foreign Currency not later than the Applicable Time specified by the Administrative Agent on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Note shall be applied, first, in the case of a payment on the Revolving Notes (or in respect of the Revolving Loans), to any fees then due and owing by the Company Borrower pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrower. Each Except as otherwise provided herein, each payment on account of any fees pursuant to Section 2.8 shall be made pro rata to the Administrative Agent (for the benefit of the Lenders) in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan shall be made to the Administrative Agent for the pro rata benefit of the Lenders according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectionthe Lenders. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal to such of the Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.7(b)(iii), 2.11(a) or 2.13 shall be applied in accordance with Section 2.10(b)such Section. All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.16(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV Section 9.2 in Dollars and in immediately available funds not no later than 1:00 P.M. 2:00 p.m. (Charlotte, North Carolina Charlotte time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsection 2.1(c), each borrowing of U.S. Revolving Credit Loans and any reduction of by the Commitments Borrower from the U.S. Lenders hereunder shall be made pro rata according to the respective Funding Commitment Percentages of the BanksU.S. Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment Borrower on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the Administrative Agent among the U.S. Lenders in accordance with the respective amounts due and owing (except as which such U.S. Lenders are entitled to receive pursuant to subsection 2.12. Any reduction of the U.S. Commitments of the U.S. Lenders shall be allocated by the Administrative Agent among the U.S. Lenders pro rata according to the portion U.S. Commitment Percentages of the Letter of Credit retained by the Issuing Bank and the Issuing Bank FeesU.S. Lenders. Except as provided in subsection 2.1(c). Each , 2.7 or 2.20, each payment (other than prepaymentsany optional prepayment) by the Company Borrower on account of principal of and interest on the U.S. Revolving Credit Loans shall be allocated by the Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts thereof. Each payment by the Borrower on account of principal of and interest on any Borrowing of Competitive Loans shall be made pro rata among the Lenders participating in such Borrowing according to the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment by the Borrower on account of principal of or interest on the Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Swing Line Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of then held by the Loans shall be applied in accordance with Section 2.10(b)Swing Line Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 2:00 p.m., New York City time, or, in the case of Euro Cost of Funds Loans and Sterling Cost of Funds Loans, 2:00 p.m., London time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks relevant Lenders, at the Administrative Agent’s 's office specified in Article XV subsection 10.2, in Dollars and in immediately available funds not later than 1:00 P.M. funds. Notwithstanding the foregoing, the failure by the Borrower to make a payment (Charlotteor prepayment) prior to 12:00 Noon, North Carolina New York City time or 2:00 p.m. London time) , as the case may be, on the due date when duethereof shall not constitute a Default or Event of Default if such payment is made on such due date; provided, however, that any payment (or prepayment) made after such time on such due date shall be deemed made on the next Business Day for the purposes of interest and reimbursement calculations. The Administrative Agent shall distribute such payments to the Banks entitled thereto relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans or SFG Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrowers pursuant to Section 2.82.7, second, to interest then due and owing in respect of the Notes of the Company Borrowers and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrowers. Each payment on account of any fees pursuant to Section 2.8 2.7 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit Fee retained by the Issuing Bank and Lender, the Issuing Bank FeesLender Fees and fees payable to the Agents). Each payment (other than prepayments) by the Company Borrowers on account of principal of and interest on the Revolving Loans, SFG Revolving Loans and on the Term Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section2.9(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied to such of the Loans as the applicable Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.17 shall be applied in accordance with Section 2.10(a) and each such section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.9(b). All payments (including prepayments) to be made by the Company Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.20(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 2:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsection 2.1(c), each borrowing of U.S. Revolving Credit Loans and any reduction of by the Commitments Borrower from the U.S. Lenders hereunder shall be made pro rata according to the respective Funding Commitment Percentages of the BanksU.S. Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment Borrower on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the Administrative Agent among the U.S. Lenders in accordance with the respective amounts due and owing (except as which such U.S. Lenders are entitled to receive pursuant to subsection 2.12. Any reduction of the U.S. Commitments of the U.S. Lenders shall be allocated by the Administrative Agent among the U.S. Lenders pro rata according to the portion U.S. Commitment Percentages of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)U.S. Lenders. Each Except as provided in subsection 2.1(c) or subsection 2.7, each payment (other than prepaymentsany optional prepayment) by the Company Borrower on account of principal of and interest on the U.S. Revolving Credit Loans shall be allocated by the Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts thereof. Each payment by the Borrower on account of principal of and interest on any Borrowing of Competitive Loans shall be made pro rata among the Lenders participating in such Borrowing according to the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment by the Borrower on account of principal of or interest on the Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Swing Line Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of then held by the Loans shall be applied in accordance with Section 2.10(b)Swing Line Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 2:00 p.m., New York City time, or, in the case of Euro Cost of Funds Loans and Sterling Cost of Funds Loans, 2:00 p.m., London time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks relevant Lenders, at the Administrative Agent’s office specified in Article XV subsection 10.2, in Dollars and in immediately available funds not later than 1:00 P.M. funds. Notwithstanding the foregoing, the failure by the Borrower to make a payment (Charlotteor prepayment) prior to 12:00 Noon, North Carolina New York City time or 2:00 p.m. London time) , as the case may be, on the due date when duethereof shall not constitute a Default or Event of Default if such payment is made on such due date; provided, however, that any payment (or prepayment) made after such time on such due date shall be deemed made on the next Business Day for the purposes of interest and reimbursement calculations. The Administrative Agent shall distribute such payments to the Banks entitled thereto relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Allocation of Payments Prior to Exercise of Remedies. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each Unless otherwise specified herein, each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.5, second, to interest then due and owing in respect of hereunder and under the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the CompanyNotes. Each payment on account of any fees pursuant to Section 2.8 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by Fronting Fees, the Issuing Bank Lender Fees and the Issuing Bank Feesadministrative fees referenced in Section 2.5(d)). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according applied to such Loans as directed by the respective amounts due and owing Borrower or otherwise applied in accordance with the terms of Section 2.102.7(a) hereof. Prepayments Each optional prepayment on account of principal of the Loans shall be applied an accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 3.5 2.15 shall be applied in accordance with such sectionSection. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a2.7(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.7(b)(vi). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.18(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof such payment date shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Revolving Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.3(a), second, to interest then <Page> 25 due and owing in respect of the Revolving Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Revolving Notes of the CompanyBorrower. Each payment on account of any fees pursuant to Section 2.8 Sections 2.3(a), (b) and (e) shall be made pro rata in accordance with the respective amounts of such fees due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)owing. Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.102.6(a) hereof. Prepayments Each optional prepayment on account of principal of the Revolving Loans shall be applied to such of the Revolving Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 3.5 2.13 shall be applied in accordance with such section. Each optional mandatory prepayment on account of principal of the Revolving Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.6(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.16(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrower from the Lenders, each payment (including each prepayment) by the Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Commitment Percentages Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect account of the Notes of the Company and, third, to principal then due and owing hereunder and a particular Lender under the Notes terms of the Company. Each payment on account of any fees pursuant to Section 2.8 2.04, Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.22, Section 10.03 or Section 10.13 shall be made pro rata for the account of such Lender (or a Swingline Lender in accordance with the respective amounts due case of Section 2.22), and owing (except as to ii) if any Lender shall become a Defaulting Lender, from and after the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each date upon which such Lender shall have become a Defaulting Lender, any payment (other than prepayments) by the Company made on account of principal of and or interest on the Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.23(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest interest, reimbursement of LC Disbursements and fees shall be made in immediately available funds without defense, set-off setoff or counterclaim (except as provided in Article IX) and shall be made to the Administrative Agent for the account on behalf of the Banks Lenders (or on behalf of an Issuing Bank or a Swingline Lender, as the case may be) at the Administrative Agent’s office specified as notified to the Borrower from time to time at least five (5) Business Days before any change in Article XV in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on such office. On the date when dueof this Agreement, the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, XXX X0000-000, Xxxxxxx, XX 00000, Attention of Xxxxxx Xxxxxxx, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Banks entitled thereto Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments Reimbursement of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment all LC Disbursements shall be made on the immediately preceding Business Dayas required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) Each borrowing of U.S. Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrowers pursuant to Section 2.82.6 and any costs incurred in connection with the enforcement of rights and remedies hereunder, second, to interest then due and owing in respect of the Notes of the Company Borrowers and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrowers. Each payment on account of any fees pursuant to Section 2.8 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrowers on account of principal of and interest on the Revolving Loans and on the Term Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section2.8 hereof. Each optional prepayment on account of principal of the Loans shall be applied, to such of the Loans as the Borrowers may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.16 shall be applied in accordance with Section 2.10(a) and each such section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.8(b). All payments (including prepayments) to be made by the Company Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.19(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Note made by an Applicable Borrower shall be applied, first, to any fees then due and owing by the Company such Borrower pursuant to Section 2.82.6, second, to interest then due and owing in respect of the Notes of the Company its Loans and, third, to principal then due and owing hereunder and under the Notes in respect of the Companyits Loans. Each payment made by an Applicable Borrower on account of any fees pursuant to Section 2.8 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)such Borrower. Each payment (other than prepayments) made by an Applicable Borrower on the Company on account of principal amount of and interest on its Revolving Loans and, in the Loans case of the Dutch Borrower, the Term Loan B shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10(to be applied pro rata among the Lenders entitled to receive such payment). Prepayments Each optional prepayment made pursuant to Section 3.5 by an Applicable Borrower on the principal amount of its Loans shall be applied in accordance with the terms of Section 2.8(a) (to be applied pro rata among the Lenders entitled to receive such sectionpayment). Each optional mandatory prepayment made by an Applicable Borrower on account the principal amount of principal of the its Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans 2.8(b); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with Section 2.10(b)such Section. All payments (including prepayments) to be made by the Company Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsections 2.5 and 18.21, each borrowing of U.S. Revolving Credit Loans and any reduction of by the Commitments U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the respective Funding Commitment Percentages of the BanksU.S. Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment U.S. Borrower on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts due and owing (except as which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the portion U.S. Revolving Credit Commitment Percentages of the Letter of Credit retained by the Issuing Bank and the Issuing Bank FeesU.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d). Each , each payment (other than prepaymentsany optional prepayment) by the Company U.S. Borrower on account of principal of and or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be made allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectioneach U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of allocated by the General Administrative Agent pro rata according to the respective outstanding principal of the Loans shall be applied in accordance with Section 2.10(b)amounts thereof. All payments (including prepayments) to be made by the Company U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent for the account of the Banks at the Agent’s office specified in Article XV in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Agent shall distribute such payments to the Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.General

Pro Rata Treatment and Payments. (a) Each borrowing of Loans and any reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the respective amounts of such Revolving Lenders’ Commitment Percentages of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Percentages. Each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on the Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10of such ABR Loans then held by the Lenders of the applicable Class. Prepayments made pursuant Subject to Section 3.5 shall be applied in accordance with such section. Each optional prepayment 2.05(e), each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by the Loans Borrower to be applied to a particular Eurodollar Borrowing shall be applied in accordance with made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class. Subject to Section 2.10(a2.05(e), each payment (including each prepayment) and each mandatory prepayment by the Borrower on account of principal of the and interest on Swingline Loans shall be applied in accordance with Section 2.10(b)made pro rata according to the respective outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by the Company Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off setoff or counterclaim (except as provided in Article IX) and shall be made prior to 10:00 a.m., New York time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders of the applicable Class, at the Administrative Agent’s New York office specified in Article XV Section 10.01 in Dollars the currency in which the applicable obligation is denominated and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks 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 the LIBO Rate Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Company from the Lenders, each conversion of Loans a Revolving Credit Loan pursuant to Section 3.01(h) or continuation of a Revolving Credit Loan pursuant to Section 3.01(i), each payment by the Company on account of any fee (other than with respect to fees which are expressly payable to the Administrative Agent for its own account), and any reduction of the Credit Commitments of the Lenders hereunder shall be made pro rata according to the respective relevant Commitment Percentages Proportions of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and interest on the Loans each Revolving Credit Loan and Acquisition Term Loan shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with of such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and held by each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)Lender. All payments (including prepayments) to be made by the Company on account of principal, interest interest, fees and fees reimbursement obligations shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Agent Administrative Agent, for the account of the Banks Lenders, at the Agent’s office specified in Article XV Payment Office of the Administrative Agent in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks entitled thereto 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. Except as received. If otherwise provided in the definition of "Interest Period", if any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Each borrowing ------------------------------- of US$ Revolving Credit Loans, the Additional US$ Revolving Credit Loans and any reduction of or the Commitments Multicurrency Revolving Credit Loans shall be made pro rata according to the --- ---- respective Commitment US$ Revolving Credit Percentages, Additional US$ Revolving Credit Percentages or Multicurrency Revolving Credit Percentages, as the case may be, of the Banksrelevant Lenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the Administrative Agent among the Lenders in accordance with the respective amounts due and owing (except as which such Lenders are entitled to receive pursuant to Section 5.05(a). Any reduction of the US$ Revolving Credit Commitments, Additional US$ Revolving Credit Commitments or Multicurrency Revolving Credit Commitments shall be allocated by the Administrative Agent among the Lenders pro rata according to the portion US$ Revolving Credit Percentages, --- ---- the Additional US$ Revolving Credit Percentages or the Multicurrency Revolving Credit Percentages, as the case may be, of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)relevant Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and interest on the US$ Revolving Credit Loans shall be made pro rata according to the respective --- ---- outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectionof the US$ Revolving Credit Loans then held by the US$ Revolving Credit Lenders. Each optional prepayment payment (including each prepayment) by a Borrower on account of principal of the and interest on Additional US$ Revolving Credit Loans shall be applied in accordance with Section 2.10(aallocated by the Administrative Agent pro rata according --- ---- to the respective principal amounts of the Additional US$ Revolving Credit Loans then due and owing by such Borrower to each Additional US$ Revolving Credit Lender. Each payment (including each prepayment) and each mandatory prepayment by a Borrower on account of principal of the and interest on Multicurrency Revolving Credit Loans shall be applied in accordance with Section 2.10(b). All payments (including prepayments) to be made allocated by the Company on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made Administrative Agent pro rata according to the Agent for the account respective --- ---- principal amounts of the Banks at the Agent’s office specified in Article XV in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Agent shall distribute such payments to the Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes Multicurrency Revolving Credit Loans then due and payable on a day other than a Business Day, owing by such payment shall be extended Borrower to the 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 LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Dayeach Multicurrency Revolving Credit Lender.

Pro Rata Treatment and Payments. (a) 2.12 Each borrowing of Loans and any reduction of by the Commitments Company Borrower from the Lenders hereunder shall be be(a) made pro rata according to the respective Commitment Percentages or Incremental Percentages, as the case may be, of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)relevant Lenders. Each payment (other than prepaymentsincluding each prepayment) by the Company on account of principal of and and(b) interest on the Loans shall be made pro rata to the Lenders according to the respective outstanding principal amounts due and owing in accordance with Section 2.10of the Loans then held by the Lenders. Prepayments The amount of each optional prepayment of the Loans made pursuant to Section 3.5 2.5 shall be applied as directed by the Company Borrower in the notice described in Section 2.5 and, if no direction is given by the Company Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b)) shall be applied as directed by the Company Borrower in the notice described in Section 2.6 and, if no direction is given by the Company Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Loans pursuant to Section 2.6(b) shall be applied in accordance with such section. Each optional prepayment on account the direct order of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b)maturity. All payments (including prepayments) to be made by the Company Borrower hereunder,(c) whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off setoff or counterclaim (except as provided in Article IX) and shall be made prior to 3:00 P.M., New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders, at the Agent’s office specified in Article XV Funding Office, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) funds. Any payments received after such time shall be deemed to be received on the date when duenext Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Banks entitled thereto Lenders promptly upon receipt in like funds as received. If Except as otherwise provided hereunder, if any payment hereunder (other than payments on the LIBO Rate Term SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to required on the next succeeding immediately preceding 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 LIBO Rate 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 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(d) Lender prior to the time of any 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 (a “Funding Default”), such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, 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 - 84-

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Revolving Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.3(a), second, to interest then due and owing in respect of the Revolving Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Revolving Notes of the CompanyBorrower. Each payment on account of any fees pursuant to Section 2.8 Sections 2.3(a), (b) and (e) shall be made pro rata in accordance with the respective amounts of such fees due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)owing. Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.102.6(a) hereof. Prepayments Each optional prepayment on account of principal of the Revolving Loans shall be applied to such of the Revolving Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 3.5 2.13 shall be applied in accordance with such section. Each optional mandatory prepayment on account of principal of the Revolving Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.6(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.16(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksRevolving Lenders. Each Subject to the terms of this Section 2.13(a) and to Section 2.13(b), each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.6, second, to interest then due and owing in respect of the Notes Credit Party Obligations of the Company andBorrower, third, to principal then due and owing hereunder and under the Notes Credit Party Obligations of the CompanyBorrower and, fourth, to all amounts then due and owing in respect of the Credit Party Obligations. Each payment on account of any fees pursuant to Section 2.8 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan shall be made pro rata to the Lenders according to the respective amounts due and owing in accordance with Section 2.10owing. Prepayments made pursuant to Section 3.5 2.17 shall be applied in accordance with such sectionSection. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.8(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest interest, fees and fees other amounts shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV on record with the Borrower in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) 12:00 p.m. on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksLenders. Each During an Event of Default, each payment under this Credit Agreement or any Note shall be applied, (i) first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.4, (ii) second, to interest then due and owing in respect of hereunder and under the Notes of the Company andNotes, (iii) third, to principal then due and owing hereunder and under the Notes of and (iv) fourth, to all other Credit Party Obligations then due and owing under the CompanyCredit Documents. Each payment on account of any fees pursuant to Section 2.8 2.4 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit Facing Fees retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10hereunder. Prepayments made pursuant to Section 3.5 2.6 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a2.6(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.6(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.17(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of Loans any commitment fee and any reduction of the Commitments shall be made pro rata according to the respective Commitment Term Percentages, L/C Percentages or Revolving Percentages, as the case may be, of the Banksrelevant Lenders. Each payment under this Agreement or any Note shall be applied(b) Except as otherwise provided herein, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees). Each each payment (other than prepaymentsincluding each prepayment) by the Company Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10of the Term Loans then held by the Term Lenders. Prepayments made pursuant to Section 3.5 The amount of each optional principal prepayment of the Term Loans shall be applied in accordance with such sectionas directed by the Borrower; provided that amounts prepaid shall be treated as having been applied to installments of the Term Loans on a pro rata basis for purposes of calculating the Consolidated Fixed Charge Coverage Ratio. The amount of each mandatory principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term Loans pro rata based upon the respective then remaining principal amounts thereof. Except as otherwise may be agreed by the Borrower and the Required Lenders, any prepayment of Loans shall be applied to the then outstanding Term Loans on a pro rata basis regardless of type. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Each optional prepayment payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of made pro rata according to the respective outstanding principal amounts of the Revolving Loans shall be applied in accordance with Section 2.10(b)then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by the Company Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, set-off recoupment or counterclaim (except as provided in Article IX) setoff and shall be made prior to 10:00 A.M. on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders, at the Agent’s office specified in Article XV applicable Funding Office, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks entitled thereto Lenders promptly upon receipt in like funds as received. Any payment received by the Administrative Agent after 10:00 A.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment hereunder (other than payments on the LIBO Rate Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.Eurodollar Loan

Pro Rata Treatment and Payments. (a) Each (i) Except as provided in subsection 2.5, each borrowing of Revolving Credit Loans and any reduction of by the Commitments Company from the Lenders hereunder shall be made pro rata according to the respective Funding Commitment Percentages of the BanksLenders in effect on the date of such borrowing. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 facility fee hereunder shall be made pro rata allocated by the Administrative Agent among the Lenders in accordance with the respective amounts due and owing (except as which such Lenders are entitled to receive pursuant to subsection 6.5(a). Any reduction of the Revolving Credit Commitments of the Lenders shall be allocated by the Administrative Agent among the Lenders pro rata according to the portion Revolving Credit Commitment Percentages of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each Except as provided in subsection 2.5, each payment (other than prepaymentsany optional prepayment) by the Company on account of principal of and interest on the Revolving Credit Loans or the CAF Advances shall be made allocated by the Administrative Agent pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such sectioneach Lender. Each optional prepayment by the Company on account of principal of or interest on the Revolving Credit Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of allocated by the Administrative Agent pro rata according to the respective outstanding principal of the Loans shall be applied in accordance with Section 2.10(b)amounts thereof. All payments (including prepayments) to be made by the Company hereunder in respect of amounts denominated in Dollars, whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Banks Lenders, at the Administrative Agent’s 's office specified in Article XV subsection 14.2, in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when duefunds. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto to receive the same promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing by Borrower from the Lenders hereunder, and each payment by Borrower on account of Loans and any reduction of the Commitments fees hereunder, shall be made pro rata according to the respective Commitment Percentages Pro Rata Shares of the Banks. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)Lenders. Each payment (other than prepaymentsincluding each prepayment but expressly excluding any payments related to any of (a) an Interest Rate Protection Agreement (Compass), (b) the Administrative Fee, (c) the Commitment Fee and (d) an Extension Fee) by the Company Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans then held by the Lenders; provided that any payments related to (a) an Interest Rate Protection Agreement (Compass), (b) the Administrative Fee, (c) the Commitment Fee and (d) an Extension Fee) shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on soley for the account of principal Compass and none of the Loans other Lenders or any successors or assignees of Compass or any other Lenders, shall be applied in accordance with Section 2.10(bhave any right to receive any portion of any payments related to (a) an Interest Rate Protection Agreement (Compass), (b) the Administrative Fee, (c) the Commitment Fee or (d) an Extension Fee. All payments (including prepaymentsprepayments and any payments related to an Interest Rate Protection Agreement) to be made by Borrower hereunder and under the Company Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without defense, set-off setoff or counterclaim (except as provided in Article IX) and shall be made prior to the Agent for the account of the Banks at the Agent’s office specified in Article XV in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte2:00 P.M., North Carolina Dallas, Texas time) , on the due date when duethereof. The Administrative Agent shall distribute such payments to the Banks entitled thereto Lenders promptly upon receipt in like funds as received. If ; however, (i) to the extent that Administrative Agent does not distribute to the Lenders their respective Pro Rata Share of any payments due to the Lenders hereunder on the same Business Day as received by Administrative Agent, the amount due to the Lenders by Administrative Agent shall bear interest at the Federal Funds Rate until paid to the Lenders and (ii) any payment hereunder (other than payments received by Administrative Agent from Borrower after 2:00 P.M. Dallas, Texas time shall be deemed to be received on the LIBO Rate Loans) becomes due and payable on a day other than a next Business Day, such payment . Borrower shall not be extended liable for any interest payable by Administrative Agent pursuant to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Dayprior sentence.

Pro Rata Treatment and Payments. (a) Allocation of Payments Prior to Exercise of Remedies. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments (other than the reduction of IncrementalRevolving Commitments increased pursuant to a Revolving Facility Increase pursuant to Section 2.5(a)) shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksRevolving Lenders. Each Unless otherwise required by the terms of this Agreement, each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrowers pursuant to Section 2.82.4, second, to interest then due and owing in respect hereunder of the Notes of the Company Borrowers and, third, to principal then due and owing hereunder and under the Notes this Agreement of the CompanyBorrowers. Each payment on account of any fees pursuant to Section 2.8 2.4 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained owing. Each optional repayment and prepayment by the Issuing Bank and the Issuing Bank Fees). Each payment (other than prepayments) by the Company Borrowers on account of principal of and interest on the Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10. Prepayments made pursuant to Section 3.5 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Revolving Loans shall be applied to such Revolving Loans on a pro rata basis and, to the extent applicable, in accordance with the terms of Section 2.10(a2.6(a) and each hereof. Each mandatory prepayment on account of principal of the Loans shall be applied to such Loans, as applicable, on a pro rata basis and, to the extent applicable, in accordance with Section 2.10(b2.6(b). All payments (including prepayments) to be made by the Company Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV in Dollars and on Section 9.2 in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the BanksLenders. Each payment under this Agreement or any Note made by an Applicable Borrower shall be applied, first, to any fees then due and owing by the Company such Borrower pursuant to Section 2.82.6, second, to interest then due and owing in respect of the Notes of the Company its Loans and, third, to principal then due and owing hereunder and under the Notes in respect of the Companyits Loans. Each payment made by an Applicable Borrower on account of any fees pursuant to Section 2.8 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank and the Issuing Bank Fees)such Borrower. Each payment (other than prepayments) made by an Applicable Borrower on the Company on account of principal amount of and interest on its Revolving Loans and, in the case of the Dutch Borrower, the Term Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.10(to be applied pro rata among the Lenders entitled to receive such payment). Prepayments Each optional prepayment made pursuant to Section 3.5 by an Applicable Borrower on the principal amount of its Loans shall be applied in accordance with the terms of Section 2.8(a) (to be applied pro rata among the Lenders entitled to receive such sectionpayment). Each optional mandatory prepayment made by an Applicable Borrower on account the principal amount of principal of the its Loans shall be applied in accordance with Section 2.10(a) and each mandatory prepayment on account of principal of the Loans 2.8(b); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with Section 2.10(b)such Section. All payments (including prepayments) to be made by the Company Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IX) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) Pro Rata Treatment. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the BanksLenders. Each Except as otherwise provided in this Section or in Section 2.14(a), each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Company Borrower pursuant to Section 2.82.6, second, to interest then due and owing in respect of the Notes of the Company Borrower and, third, to principal then due and owing hereunder and under the Notes of the CompanyBorrower. Each payment on account of any fees pursuant to Section 2.8 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Bank Lender and the Issuing Bank Lender Fees). Each payment (other than prepayments) by the Company Borrower on account of principal of and interest on the Revolving Loans and the Term Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 2.102.8 hereof. Prepayments made pursuant to Section 3.5 2.16 shall be applied in accordance with such section. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a2.8(a) and each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(b2.8(b). All payments (including prepayments) to be made by the Company Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Article IXSection 2.19(b)) and shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent’s 's office specified in Article XV on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Banks Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBO LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBO LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.