Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) and each payment by the Borrower on account of any commitment fee shall be made pro rata according to the respective Commitment Revolving Percentages of the Lenders that are obligated to lend to such Borrower and any Lenders. Any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Commitment Revolving Percentages of the Lenders. Each payment by relevant Lenders except to the extent that this Agreement provides for reductions to be disproportionately allocated to a Borrower on account group of any Commitment Fee hereunder Lenders with respect to a particular Class pursuant to Section 2.6, in which case each reduction shall be made allocated to the Lenders in such Class pro rata according to the respective Available Commitments Revolving Percentages of the relevant Lenders. . (b) Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans of such Borrower then held by the Lenders. Each payment of interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Lenders, except to the extent that this Agreement provides that different Classes of Revolving Loans shall have different Applicable Margins, in which case each payment shall be allocated to the Lenders in such Class pro rata according to the respective Revolving Percentages of the relevant Lenders. (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderABR Loans, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur e) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such defaulted Commitment payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from third-party lenderseach Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from Except for payments pursuant to Section 2.8(b) (which shall reduce only all installments of principal on the Lenders hereunder (except as set forth in Section 2.2(bTerm Loans prepaid)) , the amount of each principal prepayment of Term Loans of any Class shall be made applied to reduce the then remaining installments of principal of such Class on a pro rata according to basis based upon the respective Commitment Percentages then remaining principal amount of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lendersinstallments. Each payment by a Borrower Amounts repaid or prepaid on account of any Commitment Fee hereunder shall the Term Loans may not be made pro rata according to the respective Available Commitments of the Lenders. Each payment reborrowed. (including each prepaymentb) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest, fees and other amounts then due and payable by the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties, and (iii) third, towards the payment of all other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amount of such amounts then due to such parties. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (bc) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of (i) the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent and (it being understood that none of the Borrowers shall be obligated to repay any such interest paid ii) a rate determined by the non-funding Lender)Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunderof the relevant Class, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender Borrower. Nothing in this paragraph shall be excluded). The deemed to limit the rights of the Administrative Agent shall request of each Lender other than or the non-funding Lender that it fund the non-funding Borrower against any Lender’s defaulted Commitment . (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur d) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment being made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such defaulted Commitment required date, the Administrative Agent shall be entitled to recover, on demand, from third-party lenderseach Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Pro Rata Treatment and Payments. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, Reimbursement Obligations, interest and fees shall be made without defense, set-off or counterclaim and shall be made, in the case of fees and principal of, and interest on, Loans (other than Negotiated Rate Loans) and Reimbursement Obligations at the Administrative Agent’s office specified in subsection 10.2, in each case in the relevant Currency in which the Loan was made (and in dollars in the case of Reimbursement Obligations) and in immediately available funds not later than 11:00 A.M. (Local Time) on the date due. The Administrative Agent shall distribute such payments to the Banks entitled thereto on the day of receipt in like funds as received, provided that the Administrative Agent shall have received such payments not later than 11:00 A.M. (Local Time). If the Administrative Agent shall distribute such payments to the Banks entitled thereto on a date after the date on which such payments were received prior to 11:00 A.M. (Local Time), the Administrative Agent shall pay to each such Bank on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s share of such payment, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of receipt of payment by the Administrative Agent to but excluding the date on which such Bank’s share of such payment shall have become immediately available to such Bank and the denominator of which is 360. All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees relating to Negotiated Rate Loans shall be made to the Bank with respect thereto on such terms, at such address and at such time as shall be mutually agreed upon between the relevant Borrower and the relevant Bank in lawful money of the United States of America on the date due. (i) Each borrowing by a Borrower from of Committed Rate Loans and each payment of principal in respect of Committed Rate Loans (subject to the Lenders hereunder (except as set forth in Section 2.2(bprovisions of subsection 2.20(e)) shall be made in accordance with the following requirements: (A) All borrowings of Committed Rate Loans and all principal payments in respect of such Loans, shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders Banks. (B) As provided in clause (b)(ii) below, if any principal payment is made in respect of any Loans (other than Negotiated Rate Loans) on any day on which principal amounts are due and owing in respect of any Loans (other than Negotiated Rate Loans), such principal payment shall be made applied to the Banks pro rata according to the respective Commitment Percentages amounts of principal due and owing to the Banks under this Agreement. (ii) Except as provided in subsections 2.13, 2.16 and 2.17, each reduction of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder Commitments shall be made pro rata among the Banks according to their respective Commitment Percentages. Each payment by the respective Available Commitments Borrowers under this Agreement or of any Loan (other than Negotiated Rate Loans) shall be applied, first, to any fees then due and owing pursuant to subsections 2.4 and 2.26, second, to interest then due and owing in respect of the LendersLoans (other than Negotiated Rate Loans) and Reimbursement Obligations and third, to principal then due and owing hereunder (other than principal due and owing under Negotiated Rate Loans) under the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations. Each payment made by the Company or the Capital Corporation under this Agreement relating to a Negotiated Rate Loan to the Bank with respect thereto shall be applied, first, to interest then due and owing in respect of such Negotiated Rate Loan and second, to principal then due and owing hereunder with respect to such Negotiated Rate Loan and under such Negotiated Rate Loan. Each payment (including each prepaymentother than voluntary prepayments made when no principal payments are due and owing hereunder) by a Borrower on account of principal of and interest on the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations shall be made for the account of each Bank pro rata according to the respective outstanding amounts of principal, Reimbursement Obligations and interest due and owing to such Bank under this Agreement. Subject to the requirements of clause (i) of this paragraph (b), each payment by a Borrower on account of principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent Negotiated Rate Loans) and Reimbursement Obligations shall distribute be applied, first, to such payments of its Committed Rate Loan borrowings and Reimbursement Obligations as such Borrower may designate and, second, after all Committed Rate Loans and Reimbursement Obligations shall have been paid in full, to all of its Absolute Rate Bid Loans or Index Rate Bid Loans made on the same Borrowing Date with the same Interest Period as such Borrower may designate, pro rata according to the Lenders promptly upon receipt respective amounts outstanding; provided, however, that prepayments made pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) shall be applied in like funds as received. accordance with such subsection. (c) If any payment hereunder (other than payments on the Eurocurrency Loans and Index Rate Bid Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan or Index Rate Bid Loan becomes due and payable on a day other than a Working Day, and, with the maturity thereof shall be extended to the next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day. With respect to payments any extension of principalthe payment of principal pursuant to this subsection 2.12(c), interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender Bank prior to a borrowing the date of the Committed Rate Loan, Committed Rate Loans, Bid Loan or Bid Loans to be made by such Bank (which notice shall be effective upon receipt) that such Lender Bank will not make its pro rata share of the amount that would constitute its Commitment Percentage of the requested borrowing on such borrowing date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making Bank has made such amount available to the Administrative Agent, it on such date and the Administrative Agent may, in reliance upon such assumption, make available to a the relevant Borrower a corresponding amount. If a Bank shall make such amount is not made available by a Lender to the Administrative Agent by the required time on the a date after such Borrowing Date thereforDate, such Lender Bank shall pay to the Administrative Agent, Agent on demand, such demand an amount with interest thereon at a rate equal to the product of (i) the daily average Federal Funds Rate for applicable Overnight Rate, times (ii) the period commencing with amount of such Bank’s pro rata share of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date until to but excluding the date on which such Lender makes Bank’s pro rata share of such amount borrowing shall have become immediately available to the Administrative Agent (it being understood that none and the denominator of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)which is 360. A certificate of the Administrative Agent submitted to any Lender Bank with respect to any amounts owing under this Section subsection 2.12(d) shall be conclusive in the absence of conclusive, absent manifest error. If such LenderBank’s Commitment Percentage of such borrowing pro rata share is not in fact made available to the Administrative Agent by such Lender Bank within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderamount, on or before three Business Days following demand therefordemand, from the relevant Borrower with interest thereon at the rate equal to the product of (i) during the period from and including such Borrower may borrow under Borrowing Date to the Commitments or under Business Day next following the Swing Line Commitment to satisfy date of such demand; provided that, for purposes of determining the Available Commitment, the Commitment daily average applicable Overnight Rate, times a fraction, the numerator of any non-funding Lender shall be excluded). The Administrative Agent shall request which is the number of each Lender other than days that elapse from and including such Borrowing Date to but excluding the non-funding Lender that it fund Business Day next following the non-funding Lender’s defaulted Commitment date of such demand and the denominator of which is 360 and (each such other Lender having no commitment ii) thereafter, the interest rate or obligation so rates applicable to fund in excess of its Commitment), and if such funding does not occur the Loan or Loans funded by the Administrative Agent shall use its reasonable efforts to obtain funding on behalf of such defaulted Commitment Bank on such Borrowing Date, times a fraction, the numerator of which is the number of days which elapse from third-party lendersand including the Business Day next following the date of such demand to but excluding the date such amount is recovered by the Administrative Agent from such Borrower and the denominator of which is 360. In the event any Bank’s pro rata share of a borrowing is not made available to the Administrative Agent in accordance with this paragraph within three Business Days of the applicable Borrowing Date (i) such Bank shall, during the period from such Borrowing Date to the date such Bank makes its pro rata share of the applicable borrowing available, not accrue and shall not be entitled to receive any commitment fee under subsection 2.4 and (ii) each Borrower may exercise or pursue any other rights, remedies, powers and privileges against such Bank as are provided by law or by contract.

Pro Rata Treatment and Payments. (a) Each Except as provided in subsection 2.18, each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments, Term Loan I Commitments or Term Loan II Commitments of the Lenders shall be made pro rata according to among the Lenders based on their respective Commitment Percentages of Revolving Credit Commitments, Term Loan I Commitments or Term Loan II Commitments, as the Lenderscase may be. Each payment by a the Borrower on account of any Commitment Fee commitment fee hereunder shall be made distributed pro rata according to among the Lenders based on (i) their respective Available Commitments of for each day during the Lendersperiod for which such payment is made and (iii) the Commitment Fee Rate in effect on each such day. Each Except as provided in subsection 2.17(b) or 2.18, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Credit Loans, Tranche I Term Loans or Tranche II Term Loans shall be made pro rata among the Lenders according to the respective outstanding principal amounts of the Revolving Credit Loans, Tranche I Term Loans of such Borrower or Tranche II Term Loans then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees interest or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2's Account, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment (including any prepayment) hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s Commitment 's Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersBorrower.

Pro Rata Treatment and Payments. (a) Each Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20 or 9.21, each borrowing by a the Borrower from of Loans hereunder, each payment or prepayment of principal in respect of any Loans hereunder, each payment of commitment fees pursuant to this Agreement, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion or continuation of any borrowing of Loans hereunder shall be allocated pro rata among the Lenders hereunder in accordance with their respective applicable Commitments (except or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans); provided that the foregoing provisions of this Section 2.16(a) shall not be construed to apply to any payment obtained by a Lender as set forth consideration for the assignment of or sale of a participation in any of its Loans or Commitments to any assignee or participant, other than to the Borrower or any of its Subsidiaries or Affiliates (unless made in accordance with Section 2.2(b9.6(i) hereto) (as to which the foregoing provisions of this Section 2.16(a) shall apply)) , made pursuant to and in accordance with the express provisions of this Agreement. Each Lender agrees that in computing such Lender’s portion of any borrowing of Loans to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such borrowing of Loans to the next higher or lower whole Dollar amount. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made pro rata according to the respective Commitment Percentages Issuing Lender that issued such Letter of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment Credit. (including each prepaymentb) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Payment Office, in Dollars and in immediately available funds. Any payment made after 12:00 noon, New York City time, on any Business Day shall be deemed to have been made on the next succeeding Business Day (or the same Business Day in the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreementsole discretion). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If Except as otherwise expressly provided herein, if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (bc) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Base Rate Loans hereunderunder the relevant Facility, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur d) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment due to be made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such defaulted Commitment due date, the Administrative Agent shall be entitled to recover, on demand, from third-party lenderseach Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at a rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Each Except as expressly otherwise provided herein, each borrowing of Revolving Credit Loans (other than Swingline Loans) by a Borrower any of the applicable Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages made, each payment by any of the Lenders that are obligated to lend to such Borrower Borrowers on account of any commitment fee in respect of the Commitments hereunder shall be allocated by the Administrative Agent and any reduction of the Commitments of the Lenders Lenders, as applicable, shall be made allocated by the Administrative Agent in each case pro rata according to the respective Commitment Percentages Percentage of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Except as expressly otherwise provided herein, each payment (including each prepayment) by a Borrower any of the applicable Borrowers on account of principal of and interest on the any Revolving Credit Loans shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Revolving Credit Loans of such Borrower then held by the relevant Revolving Credit Lenders. All payments (including prepayments) to be made by a Borrower any of the Borrowers hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made on or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no later than 12:00 Noon such time is expressly required, prior to 2:00 p.m., New York City time), on the due date thereof to the Administrative Agent, Agent for the account of the Lenders holding the relevant Loans, the Lenders, the Administrative Agent, or the Other Representatives, as the case may be, at the Administrative Agent’s office specified in Section 9.2Subsection 11.2, in Dollars, or, in the case of Loans outstanding in any Designated Foreign Currency and L/C Obligations in any Designated Foreign Currency, such Designated Foreign Currency and, whether in Dollars or any Designated Foreign Currency, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted funds. Payments received by this Agreement)the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such Lenders or Other Representatives, as the Lenders promptly upon receipt case may be, if any such payment is received prior to 2:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders or Other Representatives, as the case may be, on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans or BA Equivalent Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or BA Equivalent Loan becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. This Subsection 4.8(a) may be amended to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a Borrower the applicable Borrowers in respect of such borrowing a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, Agent on demand, such amount with interest thereon at a rate equal to (i) in the case of Loans to be made in any Designated Foreign Currency, the rate customary in such Designated Foreign Currency for settlement of similar inter-bank obligations, or (ii) in the case of Loans to be made in Dollars, the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section Subsection 4.8(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, (x) the Administrative Agent shall notify the Parent Borrower of the failure of such Lender to make such amount available to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to, in the case of Loans to be made in Dollars, ABR Loans hereunderhereunder or, in the case of Loans to be made in any Designated Foreign Currency, the rate per annum applicable to such Loans pursuant to Subsection 4.1, in either case on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower and (y) then such Borrower may, without waiving or limiting any rights or remedies it may borrow under the Commitments have against such Lender hereunder or under applicable law or otherwise, borrow a like amount on an unsecured basis from any commercial bank for a period ending on the Swing Line Commitment date upon which such Lender does in fact make such borrowing available, provided that at the time such borrowing is made and at all times while such amount is outstanding such Borrower would be permitted to satisfy borrow such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so amount pursuant to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersSubsection 2.1.

Pro Rata Treatment and Payments. (a) Each borrowing by a any Borrower of Revolving Credit Loans from the Lenders hereunder (except as set forth in Section 2.2(b)) Banks hereunder, each payment by the Company on account of any facility fee hereunder, and any reduction of the Commitments of the Banks shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated Banks. (b) Whenever any payment received by the Administrative Agent or any Bank under this Agreement or any Note is insufficient to lend pay in full all amounts then due and payable to the Administrative Agent and the Banks under this Agreement and the Notes, and the Administrative Agent has not received a Payment Sharing Notice (or if the Administrative Agent has received a Payment Sharing Notice but the Event of Default specified in such Borrower Payment Sharing Notice has been cured or waived), such payment shall be distributed and any reduction applied by the Administrative Agent and the Banks in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent in its capacity as Administrative Agent under and in connection with this Agreement; second, to the payment of all expenses due and payable under subsection 13.5, ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank; third, to the payment of fees due and payable under subsections 5.2(a) and (b), ratably among the Banks in accordance with their Commitment Percentages; fourth, to the payment of interest then due and payable on the Loans, ratably among the Banks in accordance with the aggregate amount of interest owed to each such Bank; and fifth, to the payment of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts amount of the Loans of which is then due and payable, ratably among the Banks in accordance with the aggregate principal amount owed to each such Borrower then held Bank. (c) After the Administrative Agent has received a Payment Sharing Notice which remains in effect, all payments received by the Lenders. Administrative Agent under this Agreement or any Note shall be distributed and applied by the Administrative Agent and the Banks in the following order: first, to the payment of all amounts described in clauses first through third of the foregoing paragraph (b), in the order set forth therein; and second, to the payment of the interest accrued on and the principal amount of all of the Loans, regardless of whether any such amount is then due and payable, ratably among the Banks in accordance with the aggregate accrued interest plus the aggregate principal amount owed to such Bank. (d) All payments (including prepayments) to be made by a any Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set-off or counterclaim and shall be made prior to 3:00 P.M., New York City time, on the due date thereof (i) in the case of fees and Loans other than Bilateral Option Loans, to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent’s 's office specified in Section 9.2subsection 13.2, and (ii) in the case of Bilateral Option Loans made by any Bank, to such Bank, at the Bank's office specified in Schedule I (or, with respect to Alternative Currency Bilateral Loans, if different, at such other office of the Bank that it shall designate), in Dollarseach case in Dollars (or, with respect to Alternative Currency Bilateral Loans, in the relevant Alternative Currency) and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as receivedfunds. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day (unless, with respect to any payment on a Eurodollar Loan, 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), and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender the Bank prior to a borrowing Borrowing Date that such Lender Bank will not make the amount that would constitute its Commitment Percentage of any Loan it has committed to make on such borrowing date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making Bank has made such amount available to the Administrative AgentAgent on such Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the a date after such Borrowing Date thereforDate, such Lender Bank shall pay to the Administrative Agent, Agent on demand, such demand an amount with interest thereon at a rate equal to the product of (i) the daily average Federal Funds Effective Rate for during such period, times (ii) the period commencing with amount of the Loan such Bank was committed to make, times (iii) a fraction the numerator of which is the number of days that elapse from and including such Borrowing Date until to the date on which such Lender makes such amount Bank's Loan shall have become immediately available to the Administrative Agent (it being understood that none and the denominator of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)which is 360. A certificate of the Administrative Agent submitted to any Lender Bank with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s Bank's Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender Bank within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to hereunder, each payment by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according Lenders at the time thereof. (b) Subject to the respective Available Commitments of the Lenders. Each Section 2.16, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans of such Borrower then held by the Lenders. . (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall, except as otherwise provided herein, be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-offfunds. Subject to Section 2.16, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The the Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect . In the case of any extension of any payment of principal pursuant to payments of principalthe preceding sentence, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to its receipt of a Borrowing Request with respect to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderLoans, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur e) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such defaulted Commitment payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from third-party lenderseach Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans by a the Borrower from the Revolving Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Commitments of the Revolving Lenders shall be made pro rata according to the respective Commitment Percentages of Revolving Commitments then held by the Revolving Lenders. Each payment by a the Borrower on account of any Commitment Fee hereunder commitment fee or any letter of credit fee shall be made pro rata according paid ratably to the respective Available Commitments of Revolving Lenders entitled thereto. (b) Each prepayment by the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the any Loans of any Class shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower Class then held by the Lenders entitled to such payment (subject in the case of Term B-1 Loans to Section 2.08(f)). All repayments of principal of any Loans at stated maturity or upon acceleration shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Loans then held by the relevant Lenders. All payments of interest in respect of any Loans shall be allocated pro rata according to the outstanding interest payable then owed to the relevant Lenders. Notwithstanding the foregoing, (A) any amount payable to a Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.16 and Section 9.05) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent: (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Issuing Bank hereunder (including amounts owed under Section 2.09(b) or 9.04(c)), (2) second, to the funding of any Loan or LC Disbursement required by this Agreement, as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B) if such payment is a prepayment of the principal amount of Loans, such payment shall be applied solely to prepay the Loans of all Non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied to the prepayment of any Loan of any Defaulting Lender. (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time (or as specified in the next sentence in the case of Loans in an Alternative Currency), on the date when due. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans in an Alternative Currency shall be made on the dates specified herein for the pro rata account of the relevant Lenders to which such payment is owed, in such Alternative Currency and in immediately available funds not later than 12:00 Noon the Applicable Time specified by the Administrative Agent to the Borrower by the same time at least one Business Day prior to the date when due. All payments received by the Administrative Agent (i) after 2:00 p.m., New York City time, on in the due date thereof to case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for the account purposes of the Lenders, at calculating interest and fees thereon. All such payments shall be made to the Administrative Agent’s office specified in Section 9.2Agent at its offices at 000 Xxxxxxx Xxxxxxxxxx Xxxx, in DollarsOps Xxxxxxxx 0, in immediately available funds 0xx Xxxxx, Xxxxxx, Xxxxxxxx except that payments pursuant to Sections 2.12, 2.13, 2.14 and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)9.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments . In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing If at any time insufficient funds are received by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none to pay fully all amounts of the Borrowers principal, interest and fees then due hereunder, such funds shall be obligated applied (subject to repay any such interest paid by the non-funding Lender). A certificate rights of the Administrative Agent submitted to any hold and apply amounts to be paid to a Defaulting Lender in accordance with respect Section 2.15(b)) (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to any such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts owing under this Section shall be conclusive in of principal then due to such parties. To the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Dateextent necessary, the Administrative Agent shall also be entitled enter into foreign currency exchange transactions on customary terms to recover effect any such amount with interest thereon from ratable payment and the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur payments made by the Administrative Agent following such transactions shall use be deemed to be payments made by or on behalf of the Borrower hereunder. (e) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its reasonable efforts to obtain funding Loans or participations in LC Disbursements of a given Class resulting in such Lender receiving payment of a greater proportion of the aggregate principal amount of its Loans and participations in LC Disbursements of such defaulted Commitment from third-party lendersClass and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of such Class of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements of such Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower or any other Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Loan Documents or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder hereunder, each payment by the Borrower of any Facility Fee, Letter of Credit Participation Fee or Utilization Fee hereunder, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of principal of and interest on the Lenders that are obligated to lend to such Borrower Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according , in each case except to the respective Available Commitments extent another provision of the Lenders. Each payment (including each prepayment) by this Agreement specifies a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersdifferent treatment. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's pro rata share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover repayment of such amount with interest thereon from the date of borrowing at the rate per annum otherwise applicable to such Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and and, upon such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided thatpayment, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender no further interest shall be excluded)payable with respect to such amount. The Administrative Agent shall request payment of each interest by a Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent pursuant to this Section 2.11(b) shall use its reasonable efforts not be deemed to obtain funding be a waiver of any right the Borrower may have against such defaulted Commitment from third-party lendersLender for such Lender's failure to make Loans to the Borrower as required hereunder.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (hereunder, and, except as set forth provided in Section 2.2(b)2.21, each payment by the Borrower of any Facility Fee or Letter of Credit Participation Fee hereunder, except as provided in Section 2.21, each payment (including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of principal of and interest on the Lenders that are obligated to lend to such Borrower Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according , in each case except to the respective Available Commitments extent another provision of the Lenders. Each payment (including each prepayment) by this Agreement specifies a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersdifferent treatment. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage pro rata share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover repayment of such amount with interest thereon from the date of borrowing at the rate per annum otherwise applicable to such Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and and, upon such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided thatpayment, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender no further interest shall be excluded)payable with respect to such amount. The Administrative Agent shall request payment of each interest by a Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent pursuant to this Section 2.11(b) shall use its reasonable efforts not be deemed to obtain funding be a waiver of any right the Borrower may have against such defaulted Commitment from third-party lendersLender for such Lender’s failure to make Loans to the Borrower as required hereunder.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments shall be made pro rata according to the respective Commitment Term Loan Percentages, L/C Percentages or Revolving Percentages, as the case may be, of the Lenders that are obligated to lend to such Borrower and any reduction relevant Lenders; provided that, for the avoidance of the Commitments doubt, each borrowing of the Lenders Incremental Term Loans shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Term Loan Commitments of the Lenders. Each Lenders providing such Incremental Term Loans. (b) Except as otherwise provided herein, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower then held by the Term Loan Lenders. The amount of each principal prepayment of the Term Loans (whether optional or mandatory) 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 each of the affected Term Loan 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 payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 10:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2applicable Funding Office, in DollarsDollars (except as otherwise provided herein with respect to a Foreign Currency) and in Same Day Funds. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in immediately available funds and without set-offa Foreign Currency, counterclaim or deduction the Borrower shall make such payment in Dollars in the Dollar Equivalent of any kind (other than deductions expressly permitted by this Agreement)the Foreign Currency payment amount. The Administrative Agent shall distribute such payments to the 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 SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a SOFR Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the proposed date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not in fact made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon at a rate equal to the daily average greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the rate per annum applicable to ABR Loans under the relevant Facility. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the period commencing with same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such Borrowing Date until interest paid by the Borrower for such period. If such Lender makes pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (f) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount immediately is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the Administrative Agent (it being understood that none funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrowers shall be obligated to repay any such interest paid Borrower by the non-funding Lender). A certificate of the Administrative Agent submitted because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Term Loans, (ii) make Revolving Loans, (iii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iv) fund its respective Swingline Participation Amount of any Swingline Loan, and (v) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Term Loan Percentage, Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt purchase (for cash at face value) from the other Term Loan Lenders, Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Term Loans or Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Term Loan Percentages, Revolving Percentages or L/C Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to any amounts owing under such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Term Loan Lenders, the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. If The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such Lender’s Commitment Percentage participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such borrowing is not made available to participation. For the avoidance of doubt, no amounts received by the Administrative Agent by such or any Lender within three Business Days from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of such Borrowing Dateany Excluded Swap Obligations. (l) [Reserved]. (m) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall also may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be entitled satisfied, make a Revolving Loan in an amount equal to recover the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such amount with interest thereon from the date of borrowing at the rate per annum applicable Revolving Loan to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demandthose Obligations; provided that, for purposes of determining the Available Commitmentthat after giving effect to any such Revolving Loan, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than aggregate outstanding Revolving Loans will not exceed the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund Total Revolving Commitments then in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenderseffect.

Pro Rata Treatment and Payments. (a) Each Subject to Section 2.12(b), each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 12:00 Noon 3:00 P.M., New York City time, on the due date thereof therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.29.2 hereof, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lenders, pro rata except as otherwise provided for herein, promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If Subject to the provisions concerning Defaulting Lenders in this Agreement and to clause 2.9(c) below, with respect to a Lender which is not a Defaulting Lender, if such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of the applicable daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with applicable banking industry rules on interbank compensation for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent (it being understood that none of the Borrowers Borrower shall not be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent ) submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If . (c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender’s : (i) fees shall cease to accrue on the unfunded portion of the Commitment Percentage of such borrowing is Defaulting Lender pursuant to Section 2.3; (ii) the Commitment of such Defaulting Lender shall not made available be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.1); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Defaulting Lender or each Lender affected thereby as stated in Section 9.1; (iii) In the event that the Administrative Agent by and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender within three Business Days to be a Defaulting Lender, then on such date such remedied Lender shall purchase at par such of such Borrowing Date, the Loans of the other Lenders as the Administrative Agent shall also determine may be entitled necessary in order for such remedied Lender to recover hold such amount Loans in accordance with interest thereon from its portion of the date Aggregate Commitments. If any Lender shall fail to make any payment required to be made by it under this Agreement to the Administrative Agent, including without limitation pursuant to Section 2.9(b) or 8.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of borrowing at such Lender for the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from benefit of the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment Administrative Agent to satisfy such demand; provided thatLender’s obligations to it under the applicable Section until all such unsatisfied obligations are fully paid, for purposes and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of determining such Lender under any such applicable Section, in the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request case of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment of clauses (each such other Lender having no commitment or obligation so to fund i) and (ii) above, in excess of its Commitment), and if such funding does not occur any order as determined by the Administrative Agent shall use in its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersdiscretion.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Revolving Credit Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Revolving Credit Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Revolving Credit Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on any Term Loans or the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunderhereunder in respect of any Loan, whether on account of principal, interest, Reimbursement Obligations, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 11:00 A.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders with respect to such Loans, at the Administrative Agent’s 's office specified in Section 9.2subsection 10.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative AgentAgent on such Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Base Rate Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment Borrower. The failure of any non-funding Lender to make any Loan to be made by it shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such not relieve any other Lender having no commitment or obligation so to fund in excess of its Commitment), and if obligation hereunder to make its Loan on such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersBorrowing Date.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) Borrowing shall be made (on the Borrowing Occasion), continued, or converted pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, 12.2 in immediately available funds and without set-offfunds. It is understood that, counterclaim or deduction if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing the Borrowing Date that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on of the Borrowing Date thereforOccasion, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.7(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such the Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) and each payment by the Borrower on account of any fee shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. then in effect. (b) Each payment (including each prepayment) by a the Borrower on account of principal of and interest and premium on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All Amounts prepaid under Section 2.5(b) shall be applied to Loans other than Additional Loans. Amounts prepaid on account of the Loans may not be reborrowed. (c) Except as otherwise expressly provided herein, all payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, premium, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout setoff or counterclaim, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder 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 . In the case of any extension of any payment of principal pursuant to payments of principalthe preceding sentence, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at Interest Rate then in effect, on demand, from the Borrower. (e) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of borrowing any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum applicable equal to Loans hereunderthe daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.9(d), on 2.9(e) or before three Business Days following demand therefor9.7, from then the relevant Borrower Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (and i) apply any amounts thereafter received by the Administrative Agent for the account of such Borrower may borrow under Lender for the Commitments or under benefit of the Swing Line Commitment Administrative Agent to satisfy such demand; provided thatLender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, for purposes and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of determining such Lender under any such Section, in the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request case of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment of clauses (each such other Lender having no commitment or obligation so to fund i) and (ii) above, in excess of its Commitment), and if such funding does not occur any order as determined by the Administrative Agent shall use in its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersdiscretion.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Revolving Credit Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded)Borrower. The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each Except to the extent otherwise provided herein, each borrowing of Loans by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Percentages of the Lenders. Each Lenders with respect to the Loans borrowed or the Commitments to be reduced. (b) Whenever any payment received by the Administrative Agent under this Agreement or any Note or any other Credit Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent (including in such capacity and not in its capacity as a Lender) under and in connection with this Agreement and the other Credit Documents; second, to the payment of all expenses due and payable under subsection 11.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each prepaymentsuch Lender; third, to the payment of fees due and payable under subsections 3.2 and 3.9, ratably among the Lenders in accordance with the Commitment Percentage of each Lender of the Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to subsection 3.9; fourth, to the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with the aggregate amount of interest owed to each such Lender; and fifth, to the payment of the principal amount of the Loans and the L/C Obligations which is then due and payable ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender. (c) If any Lender (a “Non-Funding Lender”) has (x) failed to make a Revolving Credit Loan required to be made by a it hereunder, and the Administrative Agent has determined that such Lender is not likely to make such Revolving Credit Loan or (y) given notice to Borrower or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Revolving Credit Loan, in each case by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of and interest on the Revolving Credit Loans outstanding shall be made as follows: (A) in the case of any such payment made on any date when and to the extent that, in the determination of the Administrative Agent, Borrower would be able under the terms and conditions hereof to reborrow the amount of such payment under the Commitments and to satisfy any applicable conditions precedent set forth in Section 6 to such reborrowing, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Lenders other than the Non-Funding Lender pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments ; and (including prepaymentsB) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended made on account of the outstanding Revolving Credit Loans held by the Lenders pro rata according to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage respective outstanding principal amounts 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 a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demandRevolving Credit Loans; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.and

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from Except for payments pursuant to Section 2.8(b) (which shall reduce only all installments of principal on the Lenders hereunder (except as set forth in Section 2.2(bTerm Loans prepaid)) , the amount of each principal prepayment of Term Loans of any Class shall be made applied to reduce the then remaining installments of principal of such Class on a pro rata according to basis based upon the respective Commitment Percentages then remaining principal amount of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lendersinstallments. Each payment by a Borrower Amounts repaid or prepaid on account of any Commitment Fee hereunder shall the Term Loans may not be made pro rata according to the respective Available Commitments of the Lenders. Each payment reborrowed. (including each prepaymentb) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest, fees and other amounts then due and payable by the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties, and (iii) third, towards the payment of all other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amount of such amounts then due to such parties. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (bc) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of (i) the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent and (it being understood that none of the Borrowers shall be obligated to repay any such interest paid ii) a rate determined by the non-funding Lender)Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunderof the relevant Class, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender Borrower. Nothing in this paragraph shall be excluded). The deemed to limit the rights of the Administrative Agent shall request of each Lender other than or the non-funding Lender that it fund the non-funding Borrower against any Lender’s defaulted Commitment . (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur d) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment being made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such defaulted Commitment required date, the Administrative Agent shall be entitled to recover, on demand, from third-party lenderseach Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Pro Rata Treatment and Payments. (a) Each borrowing by a any Local Borrower of Local Loans and Acceptances shall be made from the Lenders hereunder Local Fronting Lender with respect to the relevant Denomination Currency. (except b) On any date when and to the extent that, in the reasonable determination of the Administrative Agent in its sole discretion, the Borrowers would be able, under the terms and conditions hereof, to reborrow the amount of such payment (or otherwise obtain additional extensions of credit) under the Aggregate Commitment and to satisfy any conditions precedent to such reborrowing (or other extension of credit), no portion of any such payment shall be distributed to any Lender (a “Non-Funding Lender”) which has (x) failed to make a Revolving Credit Loan or Refunded Swing Line Loan or to purchase (or otherwise make any payment on account of) any participating interest held by such Non-Funding Lender in any L/C Reimbursement Obligation, Acceptance or Local Loan or (y) given notice to the Company, any Local Fronting Lender or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Revolving Credit Loans or Refunded Swing Line Loans, or to purchase (or otherwise make any payment on account of) any participating interest held by such Non-Funding Lender in any L/C Reimbursement Obligation, Acceptance or Local Loan, in any such case by reason of the provisions of the Financial Institution Reform, Recovery and Enforcement Act of 1989 or otherwise (other than as the result of a good faith belief that the conditions precedent to borrowing set forth in Section 2.2(b9.2 have not been satisfied). (c) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, interest and fees or otherwise, (other than those relating to Local Loans and Acceptances) shall be made no later than 12:00 Noon without set-off or counterclaim and shall be made to the Administrative Agent for the account of the relevant Lenders (or, in the case of payments on account of Swing Line Loans, to the Administrative Agent for the account of the Swing Line Lender) at the office of the Administrative Agent specified in Section 14.2, or at such other location as the Administrative Agent may direct, on or prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account in lawful money of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, United States of America and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to in accordance with the Lenders provisions of Section 7.15(g) promptly upon receipt in like funds as received; provided, however, that payments received by the Administrative Agent on account of interest or fees on the Local Loans and Acceptances may be held by the Administrative Agent and distributed to the Multi-Currency Lenders not less frequently than weekly. (d) All payments (including prepayments) to be made by any Local Borrower on account of principal, interest and fees relating to Local Loans and Acceptances shall be made without set-off or counterclaim and shall be made to the Local Fronting Lender to which such amounts are owing at the office of such Local Fronting Lender specified in Schedule III, or at such other location as such Local Fronting Lender may direct, on or prior to 1:00 P.M., local time at the principal lending office of such Local Fronting Lender. Each such payment shall, to the extent that it is owing on account of Local Loans which are Dollar Loans, be paid in Dollars and, otherwise, shall be paid in the relevant Denomination Currency and in immediately available funds. Each Local Fronting Lender shall give prompt notice to the Administrative Agent of amounts from time to time received by it hereunder. (e) If any payment hereunder (other than payments on Eurodollar Loans or Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment hereunder on a Eurodollar Loan or a Eurocurrency Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day unless the effect of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Working Day. (bf) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Syndicated Lender prior to a borrowing date that such Lender will not make the amount that which would constitute its Commitment Percentage of the borrowing to be made on such borrowing date available to the Administrative AgentAgent on such borrowing date, the Administrative Agent may assume that such Syndicated Lender is making has made such amount available to the Administrative Agent, and the Administrative Agent mayand, in reliance upon such assumption, make available to a the relevant Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefora date after such borrowing date, such Syndicated Lender shall pay to the Administrative Agent, Agent on demand, such demand an amount with interest thereon at a rate equal to the product of (i) the daily average Federal Funds Effective Rate for during such period as determined by the period commencing with such Borrowing Date until such Lender makes Administrative Agent multiplied by (ii) such amount multiplied by (iii) a fraction of which the numerator is the number of days from and including such borrowing date to the date on which such amount becomes immediately available to the Administrative Agent (it being understood that none and of which the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)denominator is 360. A certificate of the Administrative Agent submitted to any Syndicated Lender with respect to any amounts owing under this Section paragraph (f) shall be conclusive conclusive, in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing amount is not in fact made available to the Administrative Agent by such Syndicated Lender within three Business Days of after such Borrowing Dateborrowing date, the Administrative Agent shall also be entitled to recover such amount amount, with interest thereon from the date of borrowing at the rate per annum then applicable to Revolving Credit Loans that are Alternate Base Rate Loans hereunder, on or before three within eight Business Days following demand thereforafter demand, from the relevant Borrower Borrower. (g) Unless a Notice of Actionable Default has been delivered pursuant to the Intercreditor Agreement, except as otherwise expressly set forth herein, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Borrower may borrow under Lender or the Commitments or under Loan Parties; second, to pay fees and expenses of the Agents then due and payable; third, all other Payment Obligations then due and payable; and fourth, as the Company so designates. All such payments shall be allocated ratably among such of the Agents, Lenders and Issuing Lenders as are entitled thereto; provided, however, that all such payments received (i) in respect of any Swing Line Loans shall be distributed to the Swing Line Commitment Lender, (ii) in respect of any Local Loans to satisfy such demand; provided the applicable Loan Fronting Lender and (iii) in respect of any L/C Reimbursement Obligations to the applicable Issuing Lender. (h) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Payment Obligations (including all funds deposited in the Cash Concentration Account, any other Approved Deposit Account or any Cash Collateral Account) after the occurrence and during the continuance of an Event of Default and agree that, for purposes notwithstanding the provisions of determining Section 7.3, Section 7.4 or Section 7.15(g), after the Available Commitmentdelivery of a Notice of Actionable Default and prior to the withdrawal of all Notices of Actionable Default then pending pursuant to the Intercreditor Agreement, (i) all payments made to or received by any Agent, Lender or Issuing Lender constituting proceeds of Collateral shall be applied pursuant to the Commitment of Intercreditor Agreement and (ii) all other payments made to or received by any non-funding Agent, Lender or Issuing Lender shall be excluded)applied in the following order: (i) first, to pay interest on and then principal of any portion of any Loans that any Agent may have advanced on behalf of any Lender or Issuing Lender for which such Agent has not then been reimbursed by such Lender or the Loan Parties; (ii) second, to pay Payment Obligations in respect of any expense reimbursements or indemnities then due to the Agents; (iii) third, to pay Payment Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and Issuing Lenders; (iv) fourth, to pay Payment Obligations in respect of any fees then due to the Agents; (v) fifth, to pay Payment Obligations in respect of any fees then due to the Lenders and Issuing Lenders; (vi) sixth, to pay interest then due and payable in respect of all Payment Obligations; (vii) seventh, to pay or prepay principal payments (and, when applicable, to provide cash collateral) for all Payment Obligations; (viii) eighth, to pay all other Payment Obligations; and (ix) ninth, as directed by the Company; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Payment Obligations set forth in any of clauses first through eighth above, the available funds being applied with respect to any such Payment Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Payment Obligations ratably, based on the proportion of each Agent’s and each Lender’s interest in the aggregate outstanding Payment Obligations described in such clauses; provided, further, that payments that would otherwise be allocated to the Multi-Currency Lenders shall be allocated first to repay Protective Advances and Swing Line Loans until paid in full, second to repay Local Loans until such Loans are paid in full and then to repay the Revolving Credit Loans. The Administrative order of payment application set forth in clauses (i) through (viii) above may be amended at any time and from time to time by the Required Lenders without any notice to or consent of or approval by any Loan Party or any other Person that is not a party to this Agreement; provided, however, that any such amendment adversely affecting any Agent shall request also require the prior written consent of such Agent. (i) At the option of the Administrative Agent, principal on the Swing Line Loans, L/C Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Credit Loans and Protective Advances may be paid from the proceeds of Swing Line Loans or Revolving Credit Loans. The Company, each Lender and each Issuing Lender hereby authorizes the Swing Line Lender to make such Swing Line Loans pursuant to Article IV and the Multi-Currency Lenders to make such Revolving Credit Loans pursuant to Article III from time to time in the amounts of any and all principal payable with respect to the Swing Line Loans, L/C Reimbursement Obligations, interest, fees, expenses and other than sums payable in respect of the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment)Revolving Credit Loans and Protective Advances, and if such funding does not occur further authorizes the Administrative Agent shall use its reasonable efforts to obtain funding give the Multi-Currency Lenders notice of any borrowing with respect to such Swing Line Loans and Revolving Credit Loans and to distribute the proceeds of such defaulted Swing Line Loans and Revolving Credit Loans to pay such amounts. The Borrowers agree that all such Swing Line Loans and Revolving Credit Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 9.2, which conditions the Multi-Currency Lenders hereby irrevocably waive for the purposes of this clause (i)) and directs that all proceeds thereof shall be used to pay such amounts. (j) If any Lender is a Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Payment Obligations and any proceeds of Collateral due to it from or for the benefit of the Borrowers to the Non-Defaulting Lenders for application to, and reduction of, their Multi-Currency Commitment from thirdPercentage of all Payment Obligations until such Non-party lendersDefaulting Lenders have been repaid in full. Such Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments to the Non-Defaulting Lenders in accordance with Section 7.3(e) (Mandatory Prepayments) and this Section 7.15. This Section 7.15(j) shall apply and be effective regardless of whether an Event of Default has occurred and is the continuing and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of the Borrowers as to its desired application of payments.

Pro Rata Treatment and Payments. (a) All payments (including prepayments), to be made by the Borrowers on account of principal, Reimbursement Obligations, interest and fees shall be made without defense, set-off or counterclaim and shall be made, in the case of fees and principal of, and interest on, Loans (other than Negotiated Rate Loans) and Reimbursement Obligations at the Administrative Agent’s office specified in subsection 10.2, in each case in the relevant Currency in which the Loan was made (and in dollars in the case of Reimbursement Obligations) and in immediately available funds not later than 11:00 A.M. (Local Time) on the date due. The Administrative Agent shall distribute such payments to the Banks entitled thereto on the day of receipt in like funds as received, provided that the Administrative Agent shall have received such payments not later than 11:00 A.M. (Local Time). If the Administrative Agent shall distribute such payments to the Banks entitled thereto on a date after the date on which such payments were received prior to 11:00 A.M. (Local Time), the Administrative Agent shall pay to each such Bank on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s share of such payment, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of receipt of payment by the Administrative Agent to but excluding the date on which such Bank’s share of such payment shall have become immediately available to such Bank and the denominator of which is 360. All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees relating to Negotiated Rate Loans shall be made to the Bank with respect thereto on such terms, at such address and at such time as shall be mutually agreed upon between the relevant Borrower and the relevant Bank in lawful money of the United States of America on the date due. (i) Each borrowing by a Borrower from of Committed Rate Loans and each payment of principal in respect of Committed Rate Loans (subject to the Lenders hereunder (except as set forth in Section 2.2(bprovisions of subsection 2.20(e)) shall be made in accordance with the following requirements: (A) All borrowings of Committed Rate Loans and all principal payments in respect of such Loans, shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders Banks. (B) As provided in clause (b)(ii) below, if any principal payment is made in respect of any Loans (other than Negotiated Rate Loans) on any day on which principal amounts are due and owing in respect of any Loans (other than Negotiated Rate Loans), such principal payment shall be made applied to the Banks pro rata according to the respective Commitment Percentages amounts of principal due and owing to the Banks under this Agreement. (ii) Except as provided in subsections 2.13, 2.16 and 2.17, each reduction of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder Commitments shall be made pro rata among the Banks according to their respective Commitment Percentages. Each payment by the respective Available Commitments Borrowers under this Agreement or of any Loan (other than Negotiated Rate Loans) shall be applied, first, to any fees then due and owing pursuant to subsections 2.4 and 2.26, second, to interest then due and owing in respect of the LendersLoans (other than Negotiated Rate Loans) and Reimbursement Obligations and third, to principal then due and owing hereunder (other than principal due and owing under Negotiated Rate Loans) under the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations. Each payment made by the Company or the Capital Corporation under this Agreement relating to a Negotiated Rate Loan to the Bank with respect thereto shall be applied, first, to interest then due and owing in respect of such Negotiated Rate Loan and second, to principal then due and owing hereunder with respect to such Negotiated Rate Loan and under such Negotiated Rate Loan. Each payment (including each prepaymentother than voluntary prepayments made when no principal payments are due and owing hereunder) by a Borrower on account of principal of and interest on the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations shall be made for the account of each Bank pro rata according to the respective outstanding amounts of principal, Reimbursement Obligations and interest due and owing to such Bank under this Agreement. Subject to the requirements of clause (i) of this paragraph (b), each payment by a Borrower on account of principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent Negotiated Rate Loans) and Reimbursement Obligations shall distribute be applied, first, to such payments of its Committed Rate Loan borrowings and Reimbursement Obligations as such Borrower may designate and, second, after all Committed Rate Loans and Reimbursement Obligations shall have been paid in full, to all of its Absolute Rate Bid Loans or Index Rate Bid Loans made on the same Borrowing Date with the same Interest Period as such Borrower may designate, pro rata according to the Lenders promptly upon receipt respective amounts outstanding; provided, however, that prepayments made pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) shall be applied in like funds as received. accordance with such subsection. (c) If any payment hereunder (other than payments on the Eurocurrency Loans and Index Rate Bid Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan or Index Rate Bid Loan becomes due and payable on a day other than a Working Day, and, with the maturity thereof shall be extended to the next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day. With respect to payments any extension of principalthe payment of principal pursuant to this subsection 2.12(c), interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender Bank prior to a borrowing the date of the Committed Rate Loan, Committed Rate Loans, Bid Loan or Bid Loans to be made by such Bank (which notice shall be effective upon receipt) that such Lender Bank will not make its pro rata share of the amount that would constitute its Commitment Percentage of the requested borrowing on such borrowing date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making Bank has made such amount available to the Administrative Agent, it on such date and the Administrative Agent may, in reliance upon such assumption, make available to a the relevant Borrower a corresponding amount. If a Bank shall make such amount is not made available by a Lender to the Administrative Agent by the required time on the a date after such Borrowing Date thereforDate, such Lender Bank shall pay to the Administrative Agent, Agent on demand, such demand an amount with interest thereon at a rate equal to the product of (i) the daily average Federal Funds Rate for applicable Overnight Rate, times (ii) the period commencing with amount of such Bank’s pro rata share of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date until to but excluding the date on which such Lender makes Bank’s pro rata share of such amount borrowing shall have become immediately available to the Administrative Agent (it being understood that none and the denominator of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)which is 360. A certificate of the Administrative Agent submitted to any Lender Bank with respect to any amounts owing under this Section subsection 2.12(d) shall be conclusive in the absence of conclusive, absent manifest error. If such LenderBank’s Commitment Percentage of such borrowing pro rata share is not in fact made available to the Administrative Agent by such Lender Bank within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderamount, on or before three Business Days following demand therefordemand, from the relevant Borrower with interest thereon at the rate equal to the product of (i) during the period from and including such Borrower may borrow under Borrowing Date to the Commitments or under Business Day next following the Swing Line Commitment to satisfy date of such demand; provided that, for purposes of determining the Available Commitment, the Commitment daily average applicable Overnight Rate, times a fraction, the numerator of any non-funding Lender shall be excluded). The Administrative Agent shall request which is the number of each Lender other than days that elapse from and including such Borrowing Date to but excluding the non-funding Lender that it fund Business Day next following the non-funding Lender’s defaulted Commitment date of such demand and the denominator of which is 360 and (each such other Lender having no commitment ii) thereafter, the interest rate or obligation so rates applicable to fund in excess of its Commitment), and if such funding does not occur the Loan or Loans funded by the Administrative Agent shall use its reasonable efforts to obtain funding on behalf of such defaulted Commitment Bank on such Borrowing Date, times a fraction, the numerator of which is the number of days which elapse from third-party lendersand including the Business Day next following the date of such demand to but excluding the date such amount is recovered by the Administrative Agent from such Borrower and the denominator of which is 360. In the event any Bank’s pro rata share of a borrowing is not made available to the Administrative Agent in accordance with this paragraph within three Business Days of the applicable Borrowing Date (i) such Bank shall, during the period from such Borrowing Date to the date such Bank makes its pro rata share of the applicable borrowing available, not accrue and shall not be entitled to receive any commitment fee under subsection 2.4 and (ii) each Borrower may exercise or pursue any other rights, remedies, powers and privileges against such Bank as are provided by law or by contract.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (hereunder, and, except as set forth provided in Section 2.2(b)2.21, each payment by the Borrower of any Facility Fee or Letter of Credit Participation Fee hereunder, except as provided in Section 2.21, each payment (including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of principal of and interest on the Lenders that are obligated to lend to such Borrower Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according , in each case except to the respective Available Commitments extent another provision of the Lenders. Each payment (including each prepayment) by this Agreement specifies a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersdifferent treatment. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such LenderXxxxxx’s Commitment Percentage pro rata share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover repayment of such amount with interest thereon from the date of borrowing at the rate per annum otherwise applicable to such Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and and, upon such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided thatpayment, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender no further interest shall be excluded)payable with respect to such amount. The Administrative Agent shall request payment of each interest by a Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent pursuant to this Section 2.11(b) shall use its reasonable efforts not be deemed to obtain funding be a waiver of any right the Borrower may have against such defaulted Commitment from third-party lendersLender for such Xxxxxx’s failure to make Loans to the Borrower as required hereunder.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder Lenders, each conversion of a Loan pursuant to Section 3.01(e) hereof or continuation of a Loan pursuant to Section 3.01(f) hereof, each payment by the Company on account of any fee (except as set forth in Section 2.2(b)) shall be made pro rata according other than with respect to fees which are expressly payable to the respective Commitment Percentages Administrative Agent or the Issuing Lender for its own account), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of the Lenders that are obligated Credit pursuant to lend to such Borrower Section 2.03 hereof, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Proportions of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of principal of and interest on the Loans each Loan shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenderseach Lender. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made no later than 12:00 Noon New York City time, on the due date thereof without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the LendersLenders (except as specified above), at the Payment Office of the Administrative Agent’s office specified Agent in Section 9.2, in Dollars, Dollars in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds by wire transfer of each Lender’s portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company’s accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company’s accounts at any office of the Issuing Lender. Except as received. If otherwise provided in the definition of “Interest Period”, if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each Except to the extent otherwise provided herein, each borrowing of Loans by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Revolving Credit Commitment Percentages of the Lenders. Each Lenders with respect to the Loans borrowed or the Commitments to be reduced. (b) Whenever any payment received by the Administrative Agent under this Agreement or the Notes or any other Credit Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement: (including i) If the Administrative Agent has not received a Payment Sharing Notice (or, if the Administrative Agent has received a Payment Sharing Notice but the Event of Default specified in such Payment Sharing Notice has been cured or waived in accordance with the provisions of this Agreement), such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connection with this Agreement and the other Credit Documents; second, to the payment of all expenses due and payable under subsection 10.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each prepaymentsuch Lender; third, to the payment of fees due and payable under subsections 2.2 and 2.8, ratably among the Lenders in accordance with the Revolving Credit Commitment Percentage of each Lender of the Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to subsection 2.8; fourth, to the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with the aggregate amount of interest owed to each such Lender; and fifth, to the payment of the principal amount of the Loans and the L/C Obligations which is then due and payable ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender; or (ii) If the Administrative Agent has received a Payment Sharing Notice which remains in effect, all payments received by the Administrative Agent under this Agreement or the Notes shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of all amounts described in clauses “first” through “third” of the foregoing clause (i) in the order set forth therein; second, to the payment of the interest accrued on all Loans and L/C Obligations, regardless of whether any such amount is then due and payable, ratably among the Lenders in accordance with the aggregate accrued interest plus the aggregate principal amount of all Loans and L/C Obligations then due and payable and owed to such Lender; and third, to the payment of the principal amount of all Loans and L/C Obligations, regardless of whether any such amount is then due and payable, ratably among the Lenders in accordance with the aggregate principal amount owed to such Lender. (c) If any Lender (a “Non-Funding Lender”) has (x) failed to make a Loan required to be made by it hereunder, and the Administrative Agent has determined that such Lender is not likely to make such Loan or (y) given notice to the Borrower or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Loan, in each case whether by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of and interest on the Loans outstanding shall be made as follows: (A) in the case of any such payment made on any date when and to the extent that in the determination of the Administrative Agent the Borrower would be able under the terms and conditions hereof to reborrow the amount of such payment under the Commitments and to satisfy any applicable conditions precedent set forth in Section 5 to such reborrowing, such payment shall be made on account of the outstanding Loans held by the Lenders other than the Non-Funding Lender pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments ; and (including prepaymentsB) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended made on account of the outstanding Loans held by the Lenders pro rata according to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage respective outstanding principal amounts 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 a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demandLoans; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.and

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Revolving Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the relevant Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. . (b) Each payment (including each prepaymentprepayments) by a the Borrower on account of principal of and interest on the Loans Revolving Line shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. in accordance with each Lender’s Revolving Percentage. (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 12:00 Noon New York City time, noon Eastern Time on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified Lenders in Section 9.2, in Dollars, Dollars and in immediately available funds funds. Any payment received by any Lender after 12:00 noon Eastern Time shall be deemed received on the next succeeding Business Day and without set-off, counterclaim any applicable interest or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent fee shall distribute such payments continue to the Lenders promptly upon receipt in like funds as receivedaccrue. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments . In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the proposed date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative AgentBorrower, the Administrative Agent may assume that such Lender is making has made such amount available to the Borrower on such date in accordance with Section 2. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the proposed date on which any payment is due to the Administrative Agent or the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower have made such payment on such date in accordance herewith. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) The obligations of the Lenders hereunder to (i) make Credit Extensions, or (ii) to make payments pursuant to Section 10.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 10.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.7. (g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Credit Extensions in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Credit Extensions in any particular place or manner. ACTIVEUS 188979588v.10 (h) If at any time insufficient funds are received by and available to any Lender to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay the Administrative Agent Expenses, (ii) second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, (iii) third, toward payment of interest and fees, Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with their Revolving Percentages, the amounts of interest and fees, Overadvances then due to such parties, (iv) fourth, toward payment of principal then due with respect to Advances and Letter of Credit Disbursements hereunder, ratably among the parties entitled thereto in accordance with their Revolving Percentages, (v) fifth, if an Event of Default has occurred and is continuing, to pay an amount to the Issuing Bank equal to one hundred ten percent (110%) of outstanding amounts under the Letter of Credit Sublimit, and (vi) sixth, to the payment of any other Obligation due to the Administrative Agent or any Lender from the Borrower. (i) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Credit Extension made by it or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage of such payment on account of the Credit Extension or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt, purchase (for cash at face value) from the other Lenders (through the Administrative Agent), without recourse, such participations in the Revolving Line made by them, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other the Lenders in accordance with their respective Revolving Percentages; provided, however, that if all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section shall be required to implement the terms of this Section. The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section and shall in each case notify the Lenders following any such purchase. The provisions of this Section shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Credit Extension to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply). The Borrower consents on behalf of itself to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (j) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent may, in reliance upon such assumptionits discretion at any time or from time to time, without the ACTIVEUS 188979588v.10 Borrower’s request and even if the conditions set forth in Section 3.2 would not be satisfied, make available to a Borrower a corresponding amount. If such one or more Advances in an amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none portion of the Borrowers shall be obligated Obligations constituting overdue interest and fees from time to repay time due and payable to itself, or any Lender, and apply the proceeds of any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted Advances to those Obligations; provided that after giving effect to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing DateAdvances, the Administrative Agent shall also be entitled to recover such amount with interest thereon from aggregate outstanding Advances will not exceed the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Revolving Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund then in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenderseffect.

Pro Rata Treatment and Payments. (a) Each Except to the extent otherwise provided herein, each borrowing of Loans by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Percentages of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on Lenders with respect to the Loans shall borrowed or the Commitments to be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held reduced. (b) Whenever any payment received by the Lenders. All payments (including prepayments) Administrative Agent under this Agreement or any Note or any other Credit Document is insufficient to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the pay in full all amounts then due date thereof and payable to the Administrative Agent, for Agent and the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by Lenders under this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the next succeeding Business Daypayment of fees and expenses due and payable to the Administrative Agent (in such capacity and not in its capacity as a Lender) under and in connection with this Agreement and the other Credit Documents; second, to the payment of all expenses due and payable under subsection 11.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each such Lender; third, to the payment of fees due and payable under subsections 3.2 and 3.9, ratably among the Lenders in accordance with the Commitment Percentage of each Lender of the Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to subsection 3.9; fourth, to the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with respect the aggregate amount of interest owed to payments each such Lender; and fifth, to the payment of principal, interest thereon shall be the principal amount of the Loans and the L/C Obligations which is then due and payable at ratably among the then applicable rate during Lenders in accordance with the aggregate principal amount owed to each such extensionLender. (bc) Unless the Administrative Agent shall have been notified in writing by If any Lender prior (a “Non-Funding Lender”) has (x) failed to make a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available Revolving Credit Loan required to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agentbe made by it hereunder, and the Administrative Agent may, in reliance upon has determined that such assumption, make available to a Borrower a corresponding amount. If such amount Lender is not made available by a Lender likely to make such Revolving Credit Loan or (y) given notice to Borrower or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Revolving Credit Loan, in each case by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none reason of the Borrowers provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of the Revolving Credit Loans outstanding shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.as follows:

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) hereunder, each payment by Borrowers on account of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Revolving Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the relevant Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. . (b) Each payment (including each prepaymentprepayments) by a Borrower Borrowers on account of principal of and interest on the Loans Revolving Line shall be made pro rata according to in accordance with each Lender’s Revolving Percentage of the respective outstanding principal amounts of the Loans Advances of such Borrower then held by the Lenders. . (c) All payments (including prepayments) to be made by a Borrower Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 12:00 Noon New York City time, noon Eastern time on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified Lenders in Section 9.2, in Dollars, Dollars and in immediately available funds funds. Any payment received by any Lender after 12:00 noon Eastern time shall be deemed received on the next succeeding Business Day and without set-off, counterclaim any applicable interest or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent fee shall distribute such payments continue to the Lenders promptly upon receipt in like funds as receivedaccrue. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments . In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the proposed date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative AgentBorrowers, the Administrative Agent may assume that such Lender is making has made such amount available to the Borrowers on such date in accordance with Section 2. (e) Unless the Administrative Agent shall have received notice from Borrowers prior to the proposed date on which any payment is due to the Administrative Agent or the Lenders hereunder that Borrowers will not make such payment, the Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (f) [Reserved]. (g) The obligations of the Lenders hereunder to (i) make Advances, or (ii) to make payments pursuant to Section 10.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 10.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.7. (h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (i) If at any time insufficient funds are received by and available to any Lender to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay Administrative Agent Expenses, (ii) second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers, (iii) third, toward payment of interest and fees, Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with their Revolving Percentages, the amounts of interest and fees, Overadvances then due to such parties, (iv) fourth, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with their Revolving Percentages, (v) fifth, if an Event of Default has occurred and is continuing, to pay an amount to Bank equal to one hundred percent (100%) of outstanding amounts under the Cash Management Sublimit, (vi) sixth, if an Event of Default has occurred and is continuing, to pay an amount to Bank equal to one hundred ten percent (110%) of outstanding amounts under the International Sublimit, and (vii) seventh, to the payment of any other Obligation due to the Administrative Agent or any Lender from the Borrowers or any other Loan Party. (j) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt, purchase (for cash at face value) from the other Lenders (through the Administrative Agent), without recourse, such participations in the Revolving Line made by them, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages; provided, however, that if all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation. No documentation other than notices and the like referred to in this Section shall be required to implement the terms of this Section. The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section and shall in each case notify the Lenders following any such purchase. The provisions of this Section shall not be construed to apply to (i) any payment made by or on behalf of Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to Borrowers or any Affiliate thereof (as to which the provisions of this Section shall apply). Each Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. (k) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent may, in reliance upon such assumptionits discretion at any time or from time to time, without Borrowers’ request and even if the conditions set forth in Section 3.2 would not be satisfied, make available to a Borrower a corresponding amount. If such one or more Advances in an amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none portion of the Borrowers shall be obligated Obligations constituting overdue interest and fees from time to repay time due and payable to itself, or any Lender, and apply the proceeds of any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted Advances to those Obligations; provided that after giving effect to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing DateAdvances, the Administrative Agent shall also be entitled to recover such amount with interest thereon from aggregate outstanding Advances will not exceed the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Revolving Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund then in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenderseffect.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages hereunder, each payment by Borrower on account of the Lenders that are obligated to lend to such Borrower any commitment fee and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Commitment Revolving Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. . (b) Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (bc) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 assumptionassumption in its sole discretion, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Rate and (ii) a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderRevolving Loans, on or before demand, from Borrower. (d) Unless Administrative Agent shall have been notified in writing by Borrower prior to the date of any payment due to be made by Borrower hereunder that Borrower will not make such payment to Administrative Agent, Administrative Agent may assume that Borrower is making such payment, and Administrative Agent may, but shall not be required to, in reliance upon such assumption in its sole discretion, make available to Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to Administrative Agent by Borrower within three Business Days following demand thereforafter such due date, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of be entitled to recover, on demand, from each Lender other than to which any amount which was made available pursuant to the non-funding Lender that it fund preceding sentence, such amount with interest thereon at the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so rate per annum equal to fund in excess the daily average Federal Funds Rate. Nothing herein shall be deemed to limit the rights of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersor any Lender against Borrower.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower of the Initial Term Loans from the Initial Term Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Initial Term Loan Percentages of the Initial Term Lenders. . (b) Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the LendersLenders (except as otherwise provided in Section 2.6(e) or, in the case of Extended Term Loans, if the applicable Extension Amendment specifies a less favorable treatment). The amount of each such principal prepayment of the Loans (other than any optional prepayment made pursuant to Section 2.5) shall be applied first to the scheduled installments of the Loans occurring within the next twelve months in direct order of maturity and second to reduce the then remaining installments of the Loans pro rata based upon the respective then remaining principal amounts thereof; each optional prepayment made pursuant to Section 2.5 shall be applied as directed by the Borrower or, in the absence of such direction, to reduce the remaining installments of the Loans in direct order of maturity, unless, in the case of Extended Term Loans, the applicable Extension Amendment specifies a less favorable treatment. Amounts prepaid on account of the Loans may not be reborrowed. (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 8.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunderunder the relevant Facility, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur e) Unless the Administrative Agent shall use have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.12(d), 2.12(e), 2.14(e) or 8.7, then the Administrative Agent may, in its reasonable efforts to obtain discretion and notwithstanding any contrary provision hereof, hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such defaulted Commitment from third-party lendersLender under any such Section, in any order as determined by the Administrative Agent in its discretion.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to hereunder, each payment by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower any commitment fee and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Commitment Revolving Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. . (b) [Reserved]. (c) Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest solely on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 10:00 A.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds funds, and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The the Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received; provided, that for so long as all of the Lenders are DT Entities, upon written notice from DT to the Borrower, all payments to be made by the Borrower hereunder shall be made directly to the account or accounts designated by DT for each Lender and the Borrower shall provide notice of such payments to the Administrative Agent. If any payment hereunder on a Loan becomes due and payable on a day other than a Business Day, such payment the maturity thereof shall be extended to the next succeeding Business Day 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, and, with respect . In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 AgentAgent on the Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amountamount on the Borrowing Date. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable equal to Loans hereunderthe Administrative Agent’s cost-of-funding, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 4.8(e) or (g), or Section 11.5, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Borrower may borrow under Lender for the Commitments or under benefit of the Swing Line Commitment Administrative Agent to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment obligations to it under such Section until all such unsatisfied obligations are fully paid. (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur g) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such defaulted Commitment payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from third-party lenderseach Lender to which any amount was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a Borrower the Company or any Affiliate from the Lenders hereunder (except as set forth in Section 2.2(b)) Banks hereunder, each payment by the Company or any Affiliate on account of the Commitment Fee and any reduction of the Commitments of the Banks shall be made pro rata according to the respective Commitment Revolving Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Banks. (b) Each payment (including each prepayment) by a Borrower the Company or any Affiliate on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower principal and interest then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof and owing to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionBanks. (bc) Unless the Administrative Agent shall have been notified in writing by any Lender Bank prior to a borrowing Borrowing that such Lender Bank will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender Bank is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower the Company (or an Affiliate) a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, date such Lender Bank shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender Bank makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender Bank with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage Bank's share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender Bank within three Domestic Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover (i) in the case of amounts denominated in United States dollars, such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderBase Rate Loans, on or before three Business Days following demand therefordemand, from the relevant Borrower Company or (and ii) in the case of amounts denominated in Foreign Currencies, such Borrower may borrow under amount with interest thereon at a rate determined by the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request to be the cost to it of each Lender other than funding such amount, on demand, from the non-funding Lender that it fund Company or the non-funding Lender’s defaulted Commitment relevant Affiliate. (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur d) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Company or any Affiliate prior to obtain the date of any payment due to be made by the Company or any Affiliate hereunder that the Company or such Affiliate will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Company or such Affiliate is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Banks their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Company or such Affiliate within three Domestic Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Bank to which any amount which was made available pursuant to the preceding sentence (i) in the case of amounts denominated in United States dollars, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate per annum determined by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of such defaulted Commitment from third-party lendersthe Administrative Agent or any Bank against the Company or any Affiliate.

Pro Rata Treatment and Payments. (a) Each borrowing prepayment by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the any Loans of any Class shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower Class then held by the Lenders entitled to such payment (subject in the case of Term B Loans to Section 2.07(e)). All repayments of principal of any Loans at stated maturity or upon acceleration shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Loans then held by the relevant Lenders. All payments of interest in respect of any Loans shall be allocated pro rata according to the outstanding interest payable then owed to the relevant Lenders. Notwithstanding the foregoing, (A) any amount payable to a Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 and Section 9.05) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent: (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder (including amounts owed under Section 2.08(b) or 9.04(c)), (2) second, to the funding of any Loan required by this Agreement, as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B) if such payment is a prepayment of the principal amount of Loans, such payment shall be applied solely to prepay the Loans of all Non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied to the prepayment of any Loan of any Defaulting Lender. (b) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time, on the due date thereof when due. All payments received by the Administrative Agent after 2:00 p.m., New York City time, may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest and fees thereon. All such payments shall be made to the Administrative Agent’s Office except that payments pursuant to Sections 2.11, for 2.12, 2.13, 2.19 and 9.04 shall be made directly to the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)Persons entitled thereto. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments . In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) . Unless the Administrative Agent shall have been notified in writing by any Lender received notice from the Borrower prior to a borrowing the time at which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Lender the Borrower will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agentpayment, the Administrative Agent may assume that the Borrower has made such Lender is making payment on such amount available to the Administrative Agent, date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, make available distribute to a the Lenders the amount due. In such event, if the Borrower a corresponding amount. If has not in fact made such amount is not made available by a Lender payment, then each of the Lenders severally agrees to repay to the Administrative Agent by forthwith on demand the required time on amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the Borrowing Date therefor, date such Lender shall pay amount is distributed to it to but excluding the date of payment to the Administrative Agent, on demandat the Federal Funds Rate. (c) Subject to the terms of the ABL Intercreditor Agreement, after the exercise of remedies provided for in Section 7.01 or the Collateral Documents (or after any Loans have automatically become immediately due and payable as contemplated by Section 7.01) and irrespective of any other provision of any Loan Document to the contrary, any amounts (including cash, equity securities, debt securities or any other property; provided that if any such amounts are not in the form of cash, then the amount of such securities or other property applied to each of clauses First through Last below shall be an amount with interest thereon at a rate fair market value equal to the daily average Federal Funds Rate stated amount required to be applied pursuant to each such clause) received on account of the Collateral or in consideration of any waiver of any rights to receive any payment of the Obligations (whether received as a consequence of the exercise of such remedies or as a distribution under any Insolvency or Liquidation Proceeding including payments in respect of “adequate protection” for the period commencing with use of Collateral during such Borrowing Date until such Lender makes such amount immediately available proceeding or under any Plan of Reorganization or on account of any liquidation of any Loan Party) shall be turned over to the Administrative Agent (it being understood that none of to the Borrowers shall be obligated to repay any such interest paid extent not received directly by the non-funding Lender). A certificate of Administrative Agent) and applied by the Administrative Agent submitted in the following order: First, to any Lender payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and fees with respect to any the Loans, but including amounts owing payable under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available 9.04) payable to the Administrative Agent by in its capacity as such Lender within three Business Days (irrespective of when such amounts were incurred or accrued or whether any such amounts are allowed in any Insolvency or Liquidation Proceeding) until paid in full; Second, to payment of that portion of all other Obligations ratably among the Secured Parties in proportion to the amount of such Borrowing DateObligations owing to the Secured Parties described in this Clause Second until paid in full; Last, the Administrative Agent shall also be entitled balance, if any, after all of the Obligations have been indefeasibly paid in full, to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on Borrower or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersas otherwise required by Law.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) hereunder, each payment by the Borrower on account of 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 Lenders that are obligated to lend to such Borrower and any reduction relevant Lenders; provided that, for the avoidance of the Commitments doubt, each borrowing of the Lenders Additional Term Loans shall be made pro rata according to the respective Commitment Percentages commitments of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Lenders providing such Additional Term Loans. (b) Except as otherwise provided herein, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower then held by the Term Lenders. The amount of each principal prepayment of the Term Loans (whether optional or mandatory) 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 payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 10:00 A.M., Pacific time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2applicable Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders 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 Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not in fact made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent, on demand, such corresponding amount with interest thereon thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, a rate equal to the daily average greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the rate per annum applicable to ABR Loans under the relevant Facility. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the period commencing with same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such Borrowing Date until interest paid by the Borrower for such period. If such Lender makes pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (f) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower is making such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount immediately is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the Administrative Agent (it being understood that none funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrowers shall be obligated to repay any such interest paid Borrower by the non-funding Lender). A certificate of the Administrative Agent submitted because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Term Loans, (ii) make Revolving Loans, (iii) to fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iv) to fund its respective Swingline Participation Amount of any Swingline Loan, and (v) to make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Term Percentage, Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall forthwith advise the Administrative Agent of the receipt of such payment, and within five (5) Business Days of such receipt purchase (for cash at face value) from the other Term Lenders, Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Term Loans or Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Term Percentages, Revolving Percentages or L/C Percentages, as applicable; provided, however, that if all or any portion of such excess payment is thereafter recovered by or on behalf of the Borrower from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to any amounts owing under such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Term Lenders, the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. If The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such Lender’s Commitment Percentage participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such borrowing is not made available participation. (l) Notwithstanding anything to the Administrative Agent by such Lender within three Business Days of such Borrowing Datecontrary in this Agreement, the Administrative Agent shall also may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be entitled satisfied, make a Revolving Loan in an amount equal to recover the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such amount with interest thereon from the date of borrowing at the rate per annum applicable Revolving Loan to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demandthose Obligations; provided that, for purposes of determining the Available Commitmentthat after giving effect to any such Revolving Loan, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than aggregate outstanding Revolving Loans will not exceed the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund Total Revolving Commitments then in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenderseffect.

Pro Rata Treatment and Payments. (a) Each Except as set forth in any Incremental Amendment, Extension Amendment or Refinancing Amendment, each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) hereunder, each payment by the Borrower on account of 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 Lenders that are obligated to lend to such Borrower and relevant Lenders. (b) Except as otherwise provided herein (including as set forth in any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Incremental Amendment, Extension Amendment or Refinancing Amendment), each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Term A Loans or the Term B Loans shall be made pro rata according to the respective outstanding principal amounts of the Term A Loans of such Borrower and the Term B Loans, respectively, then held by the Term Lenders. All Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Except as otherwise provided in any Extension Amendment or Refinancing Amendment, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) Subject to Section 2.20(a), all payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 11:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Any payment received by the Administrative Agent after 11:00 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 Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the proposed date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not in fact made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon at a rate equal to the daily average greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the rate per annum applicable to ABR Loans under the relevant Facility. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the period commencing with same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such Borrowing Date until interest paid by the Borrower for such period. If such Lender makes pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (f) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, their respective pro rata shares of the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount immediately is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against the Borrower. (g) If any Lender makes available to the Administrative Agent (it being understood that none funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrowers shall be obligated to repay any such interest paid Borrower by the non-funding Lender). A certificate of the Administrative Agent submitted because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Term Loans, (ii) make Revolving Loans, (iii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iv) fund its respective Swingline Participation Amount of any Swingline Loan, and (v) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest, fees, and Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees, and Overadvances then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Term Percentage, Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt purchase (for cash at face value) from the other Term Lenders, Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Term Loans or Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Term Percentages, Revolving Percentages or L/C Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to any amounts owing under such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Term Lenders, the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. If The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any of its Affiliates (as to which the provisions of this Section shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements with respect to an Obligation of the Borrower may exercise against each Loan Party rights of setoff and counterclaim with respect to such Lender’s Commitment Percentage participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such borrowing is not made available to participation. For the avoidance of doubt, no amounts received by the Administrative Agent by such or any Lender within three Business Days from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of such Borrowing Dateany Excluded Swap Obligations. (l) [Reserved]. (m) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall also may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be entitled satisfied, make a Revolving Loan to recover the Borrower in an amount equal to the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such amount with interest thereon from the date of borrowing at the rate per annum applicable Revolving Loan to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demandthose Obligations; provided that, for purposes of determining the Available Commitmentthat after giving effect to any such Revolving Loan, the Commitment Total Revolving Extensions of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than Credit will not exceed the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersTotal Revolving Commitments.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to hereunder, each payment by the respective Commitment Percentages Borrowers on account of the Lenders that are obligated to lend to such Borrower Commitment Fee hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment optional prepayment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments Borrowers of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the respective Lenders. Each payment (other than optional prepayments) by or on behalf of the Borrowers (including any application of proceeds of collateral) on account of the principal of or interest on the Loans shall be made pro rata according to the respective amounts of such principal or interest then due and owing. All payments (including prepayments) to be made by a Borrower the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 3:00 p.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, unless the result of such extension would be to cause such payment to be made in the succeeding calendar month, in which event such payment shall be due and payable on the immediately preceding Business Day, and, with respect to payments of principal, principal and interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender (a "Defaulting Lender") will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower the Borrowers a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except Except as set forth in Section 2.2(b)) shall be made pro rata according to 2.20 below, each borrowing by the respective Commitment Percentages of Borrower from the Lenders that are obligated to lend to such hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages Percentage Interests of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each . (b) Except as set forth in Section 2.20 below, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans of such Borrower then held by the Lenders. . (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-offfunds. Except as set forth in Section 2.20 below, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The the Administrative Agent shall distribute such payments to the Lenders each Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder 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 . In the case of any extension of any payment of principal pursuant to payments of principalthe preceding sentence, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average Federal Funds greater of (i) the New York Fed Bank Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderLoans, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur e) Unless the Administrative Agent shall use have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption and, subject to Section 2.20, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average New York Fed Bank Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(b), 2.4(c), 2.14(d), 2.14(e), 3.4(a) or 9.7, then the Administrative Agent may, in its reasonable efforts to obtain funding discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by the Administrative Agent, the Swingline Lender or the applicable Issuing Lender(s) for the account of such defaulted Commitment from third-party lendersLender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment and Payments. (a) Each borrowing by a any Borrower from of Revolving Credit Loans using the Lenders Tranche A Commitments or the Tranche B Commitments, as applicable, each payment by any Borrower on account of any fees hereunder and any reduction of the Tranche A Commitments or Tranche B Commitments (except other than pursuant to Section 10.10(a)), as set forth in Section 2.2(b)) applicable, shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a any Borrower on account of principal of and interest on the Tranche A Loans or Tranche B Loans, as applicable, shall be made pro rata according to the respective outstanding principal amounts of the such Borrower’s Tranche A Loans of such Borrower or Tranche B Loans, as applicable, then held by the LendersLenders in the currency in which such Revolving Credit Loan was made. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed Letter of Credit drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit drawings then due to such parties. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, or, if the payment is due in an Alternate Currency, local time for the principal market of such currency, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at (x) in the case of payments due in Dollars the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-off(y) in the case of payments due in an Alternate Currency, counterclaim or deduction to such office as the Administrative Agent may hereafter specify by notice to the Borrowers. It is understood that, if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the applicable Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.9(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersapplicable Borrower.

Pro Rata Treatment and Payments. (a) Each borrowing Except as provided in Sections 2.3 and 3.8(c), (i) the Borrowing of Closing Date Loans by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such and (ii) the Borrowing of Incremental Loans by the Borrower and any reduction of from the Commitments of the applicable Increasing Lenders shall be made pro rata according to the respective Commitment Percentages Incremental Commitments of the such Increasing Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according Subject to the respective Available Commitments of the Lenders. Each Sections 2.3 and 3.8(c) or otherwise as expressly provided herein, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. . (b) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timefree and clear of and without condition or deduction for any counterclaim, on defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the due date thereof Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s office specified Office in Section 9.2, Dollars and in Dollars, in immediately available Same Day Funds not later than 12:00 noon on the due date thereof (and funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreementreceived after that time shall be deemed to have been received on the next succeeding Business Day). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt (and if such payment is received prior to 12:00 noon on the same day) in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionextension and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be. (bc) Unless the Administrative Agent shall have been notified in writing by any received notice from a Lender prior to a borrowing the proposed date of any Borrowing of Eurodollar Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative AgentAgent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender is making has made such amount share available to on such date in accordance with Section 2.1 (or, in the Administrative Agentcase of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the Administrative Agent time required by Section 2.1) and may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If In such amount is not made available by event, if a Lender to has not in fact made its share of the Administrative Agent by the required time on the applicable Borrowing Date therefor, such Lender shall pay available to the Administrative Agent, on demand, such amount with interest thereon at a rate equal then the applicable Lender and the Borrower severally agree to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (it being understood that none A) in the case of a payment to be made by such Lender, the Borrowers Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans. If such Borrower and such Lender shall be obligated pay such interest to repay any the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the non-funding Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender)’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A certificate notice of the Administrative Agent submitted to any Lender or the Borrower with respect to any amounts amount owing under this Section subsection (c) shall be conclusive in the absence of conclusive, absent manifest error. If such Lender’s Commitment Percentage . (d) The provisions of such borrowing is Section 3.8(a) shall not be construed to apply to any payment made available by or on behalf of the Borrower pursuant to and in accordance with the Administrative Agent by such Lender within three Business Days express terms of such Borrowing Date, this Agreement (including the Administrative Agent shall also be entitled to recover such amount with interest thereon application and reallocation of funds arising from the date existence of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding a Defaulting Lender shall be excludedas set forth in Section 3.15). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each borrowing by a any Borrower from of Revolving Credit Loans using the Lenders Tranche A Commitments or the Tranche B Commitments, as applicable, each payment by any Borrower on account of any fees hereunder (except and any reduction of the Tranche A Commitments or Tranche B Commitments, as set forth in Section 2.2(b)) applicable, shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a any Borrower on account of principal of and interest on the Tranche A Loans or Tranche B Loans, as applicable, shall be made pro rata according to the respective outstanding principal amounts of the Tranche A Loans of such Borrower or Tranche B Loans, as applicable, then held by the LendersLenders in the currency in which such Revolving Credit Loan was made. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed Letter of Credit drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit drawings then due to such parties. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, or, if the payment is due in an Alternate Currency, local time for the principal market of such currency, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at (x) in the case of payments due in Dollars the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-off(y) in the case of payments due in an Alternate Currency, counterclaim or deduction to such office as the Administrative Agent may hereafter specify by notice to the Borrowers. It is understood that, if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the applicable Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.9(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersapplicable Borrower.

Pro Rata Treatment and Payments. (a) Each Subject to Section 2.12(b), each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 12:00 Noon 3:00 P.M., New York City time, on the due date thereof therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.29.2 hereof, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lenders, pro rata except as otherwise provided for herein, promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If Subject to the provisions concerning Defaulting Lenders in this Agreement and to clause 2.9(c) below, with respect to a Lender which is not a Defaulting Lender, if such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of the applicable daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with applicable banking industry rules on interbank compensation for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent (it being understood that none of the Borrowers Borrower shall not be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent ) submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If . (c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender’s : (i) fees shall cease to accrue on the unfunded portion of the Commitment Percentage of such borrowing is Defaulting Lender pursuant to Section 2.3; (ii) the Commitment of such Defaulting Lender shall not made available be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.1); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Defaulting Lender or each Lender affected thereby as stated in Section 9.1; (iii) In the event that the Administrative Agent by and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender within three Business Days to be a Defaulting Lender, then on such date such remedied Lender shall purchase at par such of such Borrowing Date, the Loans of the other Lenders as the Administrative Agent shall also determine may be entitled necessary in order for such remedied Lender to recover hold such amount Loans in accordance with interest thereon from its portion of the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of Aggregate Commitments. If any non-funding Lender shall fail to make any payment required to be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that made by it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so under this Agreement to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.Agent, including without limitation pursuant to

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand, subject in each case to the borrowing conditions applicable thereto hereunder and subject to the limits of the Swing Line Lender’s and each other Lender’s Commitment); provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation to so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Pro Rata Percentages of Lenders. Unless otherwise required by the Lenders that are obligated terms of this Agreement, each payment under this Agreement, or any Note, shall be applied first, to lend any fees then due and owing by Borrower pursuant to such Borrower Section 2.8; second, to interest then due and owing hereunder and under the Notes; third, to principal then due and owing hereunder and under the Notes; and fourth, to cash collateralize the Reimbursement Obligations. Each payment on account of any reduction of the Commitments of the Lenders fees pursuant to Section 2.8 shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Commitment Percentages of Fronting Fees expressly owing to Issuing Bank, and any fees owing pursuant to the LendersFee Letter to Agent). Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of of, and interest on on, the Revolving Loans and shall be made applied to such Loans, as applicable, on a pro rata according to basis in accordance with the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersterms hereof. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, Expenses and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction counterclaim; provided no such payment shall be, or constitute, a waiver of any kind (other than deductions expressly permitted by this Agreement)rights or claims Borrower may have. The Administrative Agent shall distribute such payments to the Lenders entitled thereto, on a pro rata basis promptly upon receipt receipt, in the like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by Notwithstanding any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage other provisions of such borrowing available this Agreement to the Administrative contrary, after the exercise of remedies (other than the invocation of the Default Rate) by Agent or Lenders, pursuant to Section 8.3, or after the Revolving Credit shall automatically terminate, and the Loans (with accrued interest thereon), and all other amounts under the Loan Documents (including without limitation, the maximum amount of all contingent liabilities under Letters of Credit), shall automatically become due and payable in accordance with the terms hereof, all amounts collected or received by Agent, or any Lender, on account of the Administrative Agent may assume that such Lender is making such amount available Obligations, or any other amounts outstanding under any of the Loan Documents, or with respect to the Administrative Collateral, shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments, or Obligations are allowed, permitted, or recognized as a claim in any proceeding resulting from the commencement of any bankruptcy, insolvency, or similar proceeding): FIRST, to the payment of all Expenses (including without limitation, reasonable attorneys’ fees) of Agent in connection with enforcing the rights of Lenders under the Loan Documents, and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of the Loan Documents; SECOND, to the payment of any fees owed to Agent, and payable or reimbursable hereunder or under the Administrative Agent mayFee Letter; THIRD, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each Lender in connection with enforcing its rights under the required time on the Borrowing Date thereforLoan Documents, such Lender shall pay or otherwise with respect to the Administrative AgentObligations owing to such Lender, on demandas required by Section 10.4. FOURTH, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none payment of all of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate Obligations consisting of the Administrative Agent submitted to any Lender accrued fees and interest, and including with respect to any Interest Hedging Agreement, any fees, premiums, and scheduled periodic payments due under such Interest Hedging Agreement, and any interest accrued thereon; FIFTH, to the payment of outstanding principal amount of the Obligations, and the payment or cash collateralization of the outstanding Reimbursement Obligations, and issued but undrawn amount of outstanding Letters of Credit, and including with respect to any Interest Hedging Agreement, any breakage, termination, or other payments due under such Interest Hedging Agreement, and any interest accrued thereon; SIXTH, to all other Obligations, and other obligations which shall be become due and payable under the Loan Documents, or otherwise, and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to Borrower, or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts owing received shall be applied in numerical order provided until exhausted prior to application to the next succeeding category; (ii) each Lender shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied pursuant to clauses “THIRD,” “FOURTH,” “FIFTH,” and “SIXTH” above; and (iii) to the extent that any amount available for distribution pursuant to clause “FIFTH” above, are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse Issuing Bank from time to time, for any drawings under such Letters of Credit; and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH,” and “SIXTH” above in the manner provided in this Section 2.12. Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds, and payments under the Surety and Guaranty Agreements (as opposed to ordinary course principal, interest, and fee payments hereunder) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available applied to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow obligations under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersInterest Hedging Agreement.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) and each payment by the Borrower on account of any fee shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages Aggregate Exposure Percentage of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. . (b) Each payment (including each prepayment) by a the Borrower on account of principal of and interest and premium on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All Amounts prepaid under Section 2.5(b) shall be applied to Loans other than Additional Loans. Amounts prepaid on account of the Loans may not be reborrowed. (c) Except as otherwise expressly provided herein, all payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, premium, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout setoff or counterclaim, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder 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 . In the case of any extension of any payment of principal pursuant to payments of principalthe preceding sentence, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at Interest Rate then in effect, on demand, from the Borrower. (e) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of borrowing any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum applicable equal to Loans hereunderthe daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.9(d), on 2.9(e) or before three Business Days following demand therefor9.7, from then the relevant Borrower Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (and i) apply any amounts thereafter received by the Administrative Agent for the account of such Borrower may borrow under Lender for the Commitments or under benefit of the Swing Line Commitment Administrative Agent to satisfy such demand; provided thatLender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, for purposes and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of determining such Lender under any such Section, in the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request case of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment of clauses (each such other Lender having no commitment or obligation so to fund i) and (ii) above, in excess of its Commitment), and if such funding does not occur any order as determined by the Administrative Agent shall use in its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersdiscretion.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower the Company from the Lenders hereunder, each payment by the Company on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Credit Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower the Company on account of the principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower Revolving Credit Loans, respectively, then held by the Lenders. Notwithstanding any other provision of this Agreement that requires payments hereunder to be allocated to any particular category of obligations hereunder, if at any time (i) the Administrative Agent shall have received insufficient funds to pay all amounts then due and payable hereunder or (ii) the Documentation Agent shall have received written notice from the Company or any Lender than an Event of Default has occurred and is continuing, the amount of funds received shall be applied first to the payment of commitment fees and other amounts then due and payable hereunder other than fees in respect of Letters of Credit, principal and interest, and Reimbursement Obligations, pro rata in respect of all such amounts owing to each Lender, second to the payment of fees in respect of Letters of Credit and interest then due and payable hereunder, pro rata in respect of all such amounts owing to each Lender, and then to the payment of Reimbursement Obligations and all principal amounts then outstanding (whether of not due and payable) hereunder, pro rata in respect of all such amounts owing to each Lender. All payments (including prepayments) to be made by a Borrower hereunderthe Company hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City without set off or counterclaim and shall be made prior to 12:30 P.M., Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 10.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower the Company a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Company. Nothing contained in this subsection 2.14(b) shall relieve any Lender that has failed to make available its Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment Percentage of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than borrowing hereunder from its obligation to do so in accordance with the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersterms hereof.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans by a the Borrower from the Revolving Lenders hereunder (and, except as otherwise set forth in this Agreement, including in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and 2.06, any reduction of the Revolving Commitments of the Revolving Lenders shall be made pro rata according to the respective Commitment Percentages of Revolving Commitments then held by the Revolving Lenders. Each payment by a the Borrower on account of any Commitment Fee hereunder commitment fee or any letter of credit fee shall be made pro rata according paid ratably to the respective Available Commitments of Revolving Lenders entitled thereto. (b) Except as otherwise set forth in this Agreement, each prepayment by the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans of such Borrower then held by the Revolving Lenders. All repayments of principal of the Revolving Loans at stated maturity or upon acceleration shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Revolving Loans then held by the relevant Revolving Lenders. All payments of interest in respect of the Revolving Loans shall be allocated pro rata according to the outstanding interest payable then owed to the relevant Revolving Lenders. Notwithstanding the foregoing, (A) any amount payable to a Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.16 and Section 9.04) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any applicable Requirements of Law, be applied, subject to the provisions of clause (B) below, at such time or times as may be determined by the Administrative Agent: (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Issuing Bank hereunder (including amounts owed under Section 2.09(b) or 9.04(c)), (2) second, to the funding of any Revolving Loan or LC Disbursement required by this Agreement, as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B) if such payment is a prepayment of the principal amount of Revolving Loans, such payment shall be applied solely to prepay the Revolving Loans of all non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied in the manner set forth in clause (A) above. (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time, on the due date thereof to when due. All payments received by the Administrative Agent after 2:00 p.m., New York City time, may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for the account purposes of the Lenders, at calculating interest and fees thereon. All such payments shall be made to the Administrative Agent’s office specified in Section 9.2Agent at its offices at 000 Xxxxxxx Xxxxxxxxxx Xx., in DollarsOps 0, in immediately available funds 0xx Xxxxx Xxxxxx, XX 00000 except that payments pursuant to Sections 2.12, 2.13, 2.14 and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)9.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments . In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless the Administrative Agent shall have been notified in writing If at any time insufficient funds are received by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none to pay fully all amounts of the Borrowers principal, interest and fees then due hereunder, such funds shall be obligated applied (subject to repay any such interest paid by the non-funding Lender). A certificate rights of the Administrative Agent submitted to hold and apply amounts to be paid to a Defaulting Lender in accordance with Section 2.15(b)) (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (e) Except as otherwise expressly set forth in this Agreement, if any Lender with shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect to of any amounts owing under this Section principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender entitled thereto, then the Lender receiving such greater proportion shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans of other Lenders entitled thereto to the extent necessary so that the benefit of all such payments shall be shared by such Lender within three Business Days Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such Borrowing Daterecovery, without interest, and (ii) the Administrative Agent provisions of this paragraph shall also not be entitled construed to recover such amount apply to (x) any payment made by the Borrower or any other Credit Party pursuant to and in accordance with interest thereon from the express terms of this Agreement or the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Revolving Commitments or participations in any LC Disbursements to any assignee or participant. or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of borrowing at some but not all Loans or Revolving Commitments of that Class or any increase in the rate per annum applicable Applicable Rate (or other pricing term, including any fee, discount or premium) in respect of Loans or Revolving Commitments of Lenders that have consented to Loans any such extension to the extent such transaction is permitted hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower ------------------------------- from the Lenders hereunder, each payment by a Borrower on account of any Commitment Fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 12:00 Noon 10:00 A.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.29.2 hereof, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Fund on behalf of the requesting Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided -------- that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each Except to the extent otherwise provided herein, each borrowing of Loans by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Percentages of the Lenders. Each Lenders with respect to the Loans borrowed or the Commitments to be reduced, provided, however, that at any time after the effectiveness of any Extended Revolving Credit Commitments, Borrower may, subject to subsection 4.3, terminate in whole (but not in part) all Revolving Credit Commitments that were not converted into Extended Revolving Credit Commitments pursuant to the applicable Revolving Extension Notice. (b) Whenever any payment received by the Administrative Agent under this Agreement or any Note or any other Credit Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent (including each, in such capacity and not in its capacity as a Lender) under and in connection with this Agreement and the other Credit Documents; second, to the payment of all expenses due and payable under subsection 11.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each prepaymentsuch Lender; third, to the payment of fees due and payable under subsections 3.2 and 3.8, ratably among the Lenders in accordance with the Commitment Percentage of each Lender of the Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to subsection 3.8; fourth, to the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with the aggregate amount of interest owed to each such Lender; and fifth, to the payment of the principal amount of the Loans and the L/C Obligations which is then due and payable ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender. (c) by If at any time there exists a Borrower Revolving Credit Lender that is a Defaulting Lender, then so long as such Lender is a Defaulting Lender, (i) any payment made on account of the principal of and interest on the Revolving Credit Loans outstanding shall be made as follows: (A) in the case of any such payment made on any date when Borrower certifies to the reasonable satisfaction of the Administrative Agent that it would be able under the terms and conditions hereof to reborrow the amount of such payment under the Commitments and to satisfy any applicable conditions precedent set forth in Section 6 to such reborrowing, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Lenders other than the Defaulting Lender pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments ; and (including prepaymentsB) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended made on account of the outstanding Revolving Credit Loans held by the Lenders pro rata according to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage respective outstanding principal amounts 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 a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demandRevolving Credit Loans; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.and

Pro Rata Treatment and Payments. (a) Each Except to the extent otherwise provided herein, each borrowing of Loans by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Commitment Percentages of the Lenders. Each Lenders with respect to the Loans borrowed or the Commitments to be reduced. (b) Whenever any payment received by the Administrative Agent under this Agreement or any Note or any other Credit Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement: (including i) If the Administrative Agent has not received a Payment Sharing Notice (or, if the Administrative Agent has received a Payment Sharing Notice but the Event of Default specified in such Payment Sharing Notice has been cured or waived in accordance with the provisions of this Agreement), such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connection with this Agreement and the other Credit Documents; second, to the payment of all expenses due and payable under subsection 11.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each prepaymentsuch Lender; third, to the payment of fees due and payable under subsections 3.2 and 3.9, ratably among the Lenders in accordance with the Commitment Percentage of each Lender of the Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to subsection 3.9; fourth, to the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with the aggregate amount of interest owed to each such Lender; and fifth, to the payment of the principal amount of the Loans and the L/C Obligations which is then due and payable ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender; or (ii) If the Administrative Agent has received a Payment Sharing Notice which remains in effect, all payments received by the Administrative Agent under this Agreement or any Note shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of all amounts described in clauses "first" through "third" of the foregoing clause (i) in the order set forth therein; second, to the payment of the interest accrued on all Loans and L/C Obligations, regardless of whether any such amount is then due and payable, ratably among the Lenders in accordance with the aggregate accrued interest plus the aggregate principal amount of all Loans and L/C Obligations then due and payable and owed to such Lender; and third, to the payment of the principal amount of all Loans and L/C Obligations, regardless of whether any such amount is then due and payable, ratably among the Lenders in accordance with the aggregate principal amount owed to such Lender. (c) If any Lender (a "Non-Funding Lender") has (x) failed to make a Revolving Credit Loan required to be made by it hereunder, and the Administrative Agent has determined that such Lender is not likely to make such Revolving Credit Loan or (y) given notice to the Borrower or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Revolving Credit Loan, in each case by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of and interest on the Revolving Credit Loans outstanding shall be made as follows: (A) in the case of any such payment made on any date when and to the extent that in the determination of the Administrative Agent the Borrower would be able under the terms and conditions hereof to reborrow the amount of such payment under the Commitments and to satisfy any applicable conditions precedent set forth in Section 6 to such reborrowing, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Lenders other than the Non-Funding Lender pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Borrower then held by the Lenders. All payments ; and (including prepaymentsB) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended made on account of the outstanding Revolving Credit Loans held by the Lenders pro rata according to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage respective outstanding principal amounts 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 a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demandRevolving Credit Loans; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.and

Pro Rata Treatment and Payments. (a) Each Subject to Section 2.12(b), each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 12:00 Noon 3:00 P.M., New York City time, on the due date thereof therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.29.2 hereof, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lenders, pro rata except as otherwise provided for herein, promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If Subject to the provisions concerning Defaulting Lenders in this Agreement and to clause 2.9(c) below, with respect to a Lender which is not a Defaulting Lender, if such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of the applicable daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with applicable banking industry rules on interbank compensation for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent (it being understood that none of the Borrowers Borrower shall not be obligated to repay any such interest paid by the non-non- funding Lender). A certificate of the Administrative Agent ) submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If . (c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender’s : (i) fees shall cease to accrue on the unfunded portion of the Commitment Percentage of such borrowing is Defaulting Lender pursuant to Section 2.3; (ii) the Commitment of such Defaulting Lender shall not made available be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.1); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Defaulting Lender or each Lender affected thereby as stated in Section 9.1; (iii) In the event that the Administrative Agent by and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender within three Business Days to be a Defaulting Lender, then on such date such remedied Lender shall purchase at par such of such Borrowing Date, the Loans of the other Lenders as the Administrative Agent shall also determine may be entitled necessary in order for such remedied Lender to recover hold such amount Loans in accordance with interest thereon from its portion of the date Aggregate Commitments. (d) If any Lender shall fail to make any payment required to be made by it under this Agreement to the Administrative Agent, including without limitation pursuant to Section 2.9(b) or 8.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of borrowing at such Lender for the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from benefit of the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment Administrative Agent to satisfy such demand; provided thatLender’s obligations to it under the applicable Section until all such unsatisfied obligations are fully paid, for purposes and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of determining such Lender under any such applicable Section, in the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request case of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment of clauses (each such other Lender having no commitment or obligation so to fund i) and (ii) above, in excess of its Commitment), and if such funding does not occur any order as determined by the Administrative Agent shall use in its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersdiscretion.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on on, and fees with respect to, the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower then held by the Lenders. . (b) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees interest or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.29.1, in Dollars, dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business DayDay (except, andin the case of Eurodollar Loans, with respect as otherwise provided in clause (i) of the definition of "Interest Period"). In the case of any extension of any payment of principal pursuant to payments of principalthe preceding sentence, interest thereon shall be payable at the then applicable rate during such extension. (bc) Unless the Administrative Agent shall have been notified in writing Notwithstanding that a Lender (a "Non-Funding Lender") has (x) failed to make a Term Loan required to be made by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agentit hereunder, and the Administrative Agent may, in reliance upon has determined that such assumption, make available to a Borrower a corresponding amount. If such amount Lender is not made available by a Lender likely to make such Term Loan or (y) given notice to the Borrower or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Term Loans, in each case, by reason of the required time provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 or otherwise, any payment made on account of the principal of the Term Loans outstanding shall be made pro rata according to the respective outstanding principal amounts of such Term Loans; and any payment made on account of interest on the Borrowing Date therefor, such Lender Term Loans shall pay be made pro rata according to the Administrative Agent, respective amounts of accrued and unpaid interest and/or fees due and payable on demand, such amount Term Loans with interest thereon at a rate equal respect to the daily average Federal Funds Rate for the period commencing with which such Borrowing Date until such Lender makes such amount immediately available payment is being made. The Borrower agrees to give the Administrative Agent (it being understood that none of the Borrowers shall be obligated such assistance in making any determination pursuant to repay any such interest paid by the non-funding Lender). A certificate of this paragraph as the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest errormay reasonably request. If Any such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent determination by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from conclusive and binding on the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersLenders.

Pro Rata Treatment and Payments. (a) Each Subject to Section 2.12(b), each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 12:00 Noon 3:00 P.M., New York City time, on the due date thereof therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.29.2 hereof, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lenders, pro rata except as otherwise provided for herein, promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If Subject to the provisions concerning Defaulting Lenders in this Agreement and to clause 2.9(c) below, with respect to a Lender which is not a Defaulting Lender, if such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of the applicable daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with applicable banking industry rules on interbank compensation for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent (it being understood that none of the Borrowers Borrower shall not be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent ) submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If . (c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender’s : (i) fees shall cease to accrue on the unfunded portion of the Commitment Percentage of such borrowing is Defaulting Lender pursuant to Section 2.3; (ii) the Commitment of such Defaulting Lender shall not made available be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.1); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Defaulting Lender or each Lender affected thereby as stated in Section 9.1; (iii) In the event that the Administrative Agent by and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender within three Business Days to be a Defaulting Lender, then on such date such remedied Lender shall purchase at par such of such Borrowing Date, the Loans of the other Lenders as the Administrative Agent shall also determine may be entitled necessary in order for such remedied Lender to recover hold such amount Loans in accordance with interest thereon from its portion of the date Aggregate Commitments. (d) If any Lender shall fail to make any payment required to be made by it under this Agreement to the Administrative Agent, including without limitation pursuant to Section 2.9(b) or 8.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of borrowing at such Lender for the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from benefit of the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment Administrative Agent to satisfy such demand; provided thatLender’s obligations to it under the applicable Section until all such unsatisfied obligations are fully paid, for purposes and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of determining such Lender under any such applicable Section, in the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request case of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment of clauses (each such other Lender having no commitment or obligation so to fund i) and (ii) above, in excess of its Commitment), and if such funding does not occur any order as determined by the Administrative Agent shall use in its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersdiscretion.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder hereunder, each payment by the Borrower of any Facility Fee, Letter of Credit Participation Fee or Utilization Fee hereunder, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of principal of and interest on the Lenders that are obligated to lend to such Borrower Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according , in each case except to the respective Available Commitments extent another provision of the Lenders. Each payment (including each prepayment) by this Agreement specifies a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersdifferent treatment. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender or Swingline Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage pro rata share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover repayment of such amount with interest thereon from the date of borrowing at the rate per annum otherwise applicable to such Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and and, upon such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided thatpayment, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender no further interest shall be excluded)payable with respect to such amount. The Administrative Agent shall request payment of each interest by a Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent pursuant to this Section 2.11(b) shall use its reasonable efforts not be deemed to obtain funding be a waiver of any right the Borrower may have against such defaulted Commitment from third-party lendersLender for such Lender’s failure to make Loans to the Borrower as required hereunder.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder hereunder, each payment by the Borrower of any Facility Fee, Letter of Credit Participation Fee or Utilization Fee hereunder, each payment (except as set forth in Section 2.2(b)including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of principal of and interest on the Lenders that are obligated to lend to such Borrower Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according , in each case except to the respective Available Commitments extent another provision of the Lenders. Each payment (including each prepayment) by this Agreement specifies a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersdifferent treatment. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage pro rata share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover repayment of such amount with interest thereon from the date of borrowing at the rate per annum otherwise applicable to such Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and and, upon such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided thatpayment, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender no further interest shall be excluded)payable with respect to such amount. The Administrative Agent shall request payment of each interest by a Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent pursuant to this Section 2.11(b) shall use its reasonable efforts not be deemed to obtain funding be a waiver of any right the Borrower may have against such defaulted Commitment from third-party lendersLender for such Lender’s failure to make Loans to the Borrower as required hereunder.

Pro Rata Treatment and Payments. (a) [Reserved.] (b) Each borrowing by a Borrower from payment to the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to under the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each Loan Documents, including without limitation each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. Amounts prepaid on account of the Loans may not be reborrowed. Payments made to the Administrative Agent of any amounts owing to the Lenders under the Loan Documents shall at all times be held by the Administrative Agent as agent for the benefit of the respective Lenders in a segregated account and shall be paid to the respective Lenders as soon as reasonably practicable. (c) [Reserved.] (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 2:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect . In the case of any extension of any payment of principal pursuant to payments of principalthe preceding sentence, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date thereforClosing Date, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing the Closing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderLoans, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur f) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such defaulted Commitment payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from third-party lenderseach Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from of Loans and any reduction of the Lenders hereunder (except as set forth in Section 2.2(b)) Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated Banks (except as otherwise provided in subsection 2.25). Unless otherwise required by the terms of this Agreement, each payment under this Agreement or any other Loan Documents shall be applied, first, to lend any fees then due and owing by the Company pursuant to such Borrower subsection 2.4, second, to interest then due and any reduction owing in respect of the Commitments Loans of the Lenders Company, third, to principal then due and owing hereunder and under the Notes of the Company, and, fourth, to any other amounts then due and owing under the Loan Documents. Each payment on account of any fees pursuant to subsection 2.4 for the account of Banks shall be made pro rata according in accordance with the respective amounts due and owing (except as to the respective Commitment Percentages Letter of Credit Facing Fee and the LendersIssuing Lender Fees). Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower Company on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts due and owing. Without limiting the terms of the preceding sentence, accrued interest on any Loans of denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Borrower then held by the LendersLoan. Payments made pursuant to subsection 2.13 shall be applied in accordance with such section. All payments (including prepayments) to be made by a Borrower hereunder, whether the Company on account of principal, interest, interest and fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout defense, on the due date thereof set-off or counterclaim (except as provided in subsection 2.15) and shall be made to the Administrative Agent, Agent for the account of the Lenders, applicable Banks at the Administrative Agent’s office specified in Section 9.2, in Dollars, subsection 9.2 or such other office specified by the Administrative Agent in immediately available funds and without set-off(i) in the case of Loans or other amounts denominated in Dollars, counterclaim shall be made in Dollars not later than 12:00 noon on the date when due and (ii) in the case of Loans or deduction of any kind (other amounts denominated in a Foreign Currency, unless otherwise specified herein, shall be made in such Foreign Currency not later than deductions expressly permitted the Applicable Time specified by this Agreement)the Administrative Agent on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. The Administrative Agent shall distribute such payments to the Lenders Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension; provided, however, that with respect to any LIBOR Loan to which clause (A) of the definition of “Interest Period” applies, such payment shall be the next preceding Business Day. (b) Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by the Administrative Agent or the Banks pursuant to Section 7 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents (including the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Bank on account of the Obligations or any other amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Banks under the Loan Documents; SECOND, to the payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Banks in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations and the payment or Cash Collateralization of the outstanding LOC Obligations; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Banks shall receive an amount equal to its pro rata share (based on such Bank’s proportion of the amount owing under such clause) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lenders from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this subsection 2.12(b). (c) Unless the Administrative Agent shall have been notified in writing by any Lender received notice from a Bank, prior to a borrowing the proposed time of any borrowing, that such Lender Bank will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative AgentAgent such Bank’s share of such borrowing, the Administrative Agent may assume that such Lender is making Bank has made such amount share available to the Administrative Agent, on such date in accordance with subsection 2.3(b) and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower the Company a corresponding amount. If In such amount is event, if a Bank has not in fact made its share of the applicable borrowing available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal then the applicable Bank and the Company severally agree to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of payment to the Administrative Agent, at (it being understood that none i) in the case of a payment to be made by such Bank, the greater of the Borrowers Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Company, the interest rate applicable to Base Rate Loans. If the Company and such Bank shall be obligated pay such interest to repay any the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such interest paid by the non-funding Lender)Company for such period. A certificate If such Bank pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such borrowing. Any payment by the Company shall be without prejudice to any claim the Company may have against a Bank that shall have failed to make such payment to the Administrative Agent. (d) Unless the Administrative Agent submitted shall have received notice from the Company prior to the date on which any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing payment is not made available due to the Administrative Agent by for the account of the Bank or the Issuing Lenders hereunder that the Company will not make such Lender within three Business Days of such Borrowing Datepayment, the Administrative Agent shall also be entitled may assume that the Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to recover the Banks or the Issuing Lenders, as the case may be, the amount due. In such event, if the Company has not in fact made such payment, then each of the Banks or the Issuing Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Bank or Issuing Lender, with interest thereon, for each day from and including the date such amount with interest thereon from is distributed to it to but excluding the date of borrowing payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur determined by the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersin accordance with banking industry rules on interbank compensation.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 11.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder 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. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s Commitment Lender'sCommitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Base Rate Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower. Nothing in this paragraph shall be deemed to relieve any Lender from its obligations to make Loans to the Borrower (and such pursuant to the terms of this Agreement or to prejudice any rights that the Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy have against any Lender in connection with any default by such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersobligations hereunder.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each hereunder, each payment by a the Borrower on account of any Commitment Fee hereunder and any reduction of the Commitments shall be made pro rata according to the respective Available Commitments of the Lenders. Each made (b) Except as otherwise provided herein, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower then held by the Term Lenders. The amount of each principal prepayment of the Term Loans (whether optional or mandatory) shall be applied to reduce the then remaining installments of the Term Loans on a pro rata basis. 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 payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 10:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2applicable Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders 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 SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a SOFR Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the proposed date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not in fact made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon at a rate equal to the daily average greater of (A) the Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (it being understood that none ii) in the case of the Borrowers shall a payment to be obligated to repay any such interest paid made by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefor, from under the relevant Facility. If the Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The pay such interest to the Administrative Agent shall request of each Lender other than for the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment same or obligation so to fund in excess of its Commitment)an overlapping period, and if such funding does not occur the Administrative Agent shall use its reasonable efforts promptly remit to obtain funding the Borrower the amount of such defaulted Commitment from third-party lenders.interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such

Pro Rata Treatment and Payments. (a) Unless the Agent shall have been notified in writing by any Bank prior to 2:00 p.m., Eastern time, on the Borrowing Date that such Bank will not make the amount that would constitute its Commitment Percentage of the borrowing on such date available to the Agent, the Agent may assume that such Bank (a "Reimbursing Bank") has made such amount available to the Agent on such Borrowing Date, and the Agent or any Bank may (but shall not be obligated), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is made available to the Agent on a date after such Borrowing Date, the Reimbursing Bank shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period as quoted by the Agent, times (ii) the amount of such Reimbursing Bank's Commitment Percentage of such borrowing, times (iii) a fraction the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Reimbursing Bank's Commitment Percentage of such borrowing shall have become immediately available to the Agent and the denominator of which is 365. A certificate of the Agent submitted to any Reimbursing Bank with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. If a Reimbursing Bank's Commitment Percentage of such borrowing is not in fact made available to the Agent by such Reimbursing Bank within one (1) Business Day of such Borrowing Date, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum applicable to Alternate Base Rate Loans hereunder, on demand, from such Reimbursing Bank or the Borrower in such order and manner as Agent may determine in its discretion. (b) Each borrowing of Revolving Credit Loans by a the Borrower from the Lenders Banks hereunder (except as set forth in Section 2.2(b)) shall be made by the Banks pro rata according to in accordance with the respective Commitment Percentages Percentage of such Banks. Each payment by the Borrower on account of the Lenders that are obligated to lend to such Borrower principal of and interest on the Revolving Credit Loans, and any reduction of the Commitments of the Lenders Banks shall be made payable to the Banks pro rata according to in accordance with the respective Commitment Percentages of the Lenders. Each payment by Banks; PROVIDED that in the event the Agent or any Bank pursuant to subsection 2.13(a) makes available to the Borrower a Borrower on account Reimbursing Bank's Commitment Percentage of any Commitment Fee hereunder a requested borrowing, the Agent or such Bank providing such funding shall be made pro rata according entitled to receive all payments that would otherwise be payable to such Reimbursing Bank until such time as the Agent or such Bank, as the case may be, shall have received an amount equal to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower amount so funded on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans behalf of such Borrower then held by the LendersReimbursing Bank, together with interest thereon as provided in subsection 2.13(a). All payments (including prepayments) to be made by a the Borrower hereunderhereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City without set off or counterclaim and shall be made prior to 1:00 p.m., Eastern time, on the due date thereof to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent’s 's office specified in Section 9.2subsection 10.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Banks promptly upon receipt in like funds as received. If such payment is not made available by the Agent to any Bank within one (1) Business Day of the Agent's receipt of payment from the Borrower, such Bank shall be entitled to recover such amount from the Agent with interest thereon at a rate per annum equal to the Alternate Base Rate. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to hereunder, each payment by the respective Commitment Percentages Borrower on account of the Lenders that are obligated to lend to such Borrower any undrawn fee and any reduction or termination of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. , except as otherwise permitted in Sections 3.14(e) and 10.1(b). (b) Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower then held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term Loans pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Incremental Term Loans shall be applied as set forth in the applicable Incremental Amendment governing such tranche of Incremental Term Loans paid. (c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders, except as otherwise permitted in Sections 3.14(e) and 10.1(b). (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as receivedreceived net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunderunder the relevant Facility, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur f) Unless the Administrative Agent shall use have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.7(b), 2.7(c), 3.7(e), 3.7(f), 2.13(a) or 9.7, then the Administrative Agent may, in its reasonable efforts to obtain funding discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such defaulted Commitment from third-party lendersLender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a Borrower the Operating Partnership from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower the Operating Partnership on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunderthe Operating Partnership hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without deduction, set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.211.02, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt (and, in any event, on the same Business Day to the extent practicable) in like funds as received. If any payment hereunder on a Loan becomes due and payable on a day other than a Business Day, such payment the maturity thereof shall be extended to the next succeeding Business DayDay unless the result of such extension would be to extend such payment into another calendar month, and, with respect to payments of principal, interest thereon in which event such payment shall be payable at made on the then applicable rate during such extensionimmediately preceding Business Day. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing 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 a Borrower the Operating Partnership a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Prime Rate for (as defined in the period commencing with such Borrowing Date Bond Indenture) until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.01(b) shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing DateDate and the Administrative Agent has made available to the Operating Partnership all or a portion of the corresponding amount as provided above, the Administrative Agent shall also be entitled to recover such the amount made available by it with interest thereon at the rate per annum equal to the Prime Rate (as defined in the Bond Indenture), on demand, from the Operating Partnership, without prejudice to any rights which the Operating Partnership or the Administrative Agent may have against any Lender hereunder; provided, however, that the Administrative Agent shall not be entitled to recover the amount made available by it with interest thereon from the date of borrowing at Operating Partnership if the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur Operating Partnership gives the Administrative Agent seven (7) days advance notice of the Borrowing. Nothing contained in this Section 4.01(b) shall use relieve any Lender which has failed to make available its reasonable efforts ratable portion of any Borrowing hereunder from its obligation to obtain funding do so in accordance with the terms of this Agreement or any claims arising from said failure, which obligation may be enforced by the Operating Partnership or the Administrative Agent, as appropriate. (c) The failure of any Lender to make any Loan to be made by it on any Borrowing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on such defaulted Commitment from third-party lendersBorrowing Date. (d) The Lenders may (but shall not be obligated to) debit the amount of any payment that is not made when due to any ordinary deposit account of the Operating Partnership with the Lenders.

Pro Rata Treatment and Payments. (a) Each Except to the extent ------------------------------- otherwise provided herein, each borrowing of Loans by a Borrower the Borrowers from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according Lenders, each conversion of Revolving Credit Loans to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower Term Loans and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments relevant Revolving Credit Percentages of the Lenders. Each --- ---- Lenders with respect to the Loans borrowed or converted or the Revolving Credit Commitments to be reduced. (a) Whenever any payment received by the Administrative Agent under this Agreement or any Note or any other Credit Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under this Agreement: (including i) If the Administrative Agent has not received a Payment Sharing Notice (or, if the Administrative Agent has received a Payment Sharing Notice but the Event of Default specified in such Payment Sharing Notice has been cured or waived in accordance with the provisions of this Agreement), such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the ----- Administrative Agent under and in connection with this Agreement and the other Credit Documents; second, to the payment of all expenses due and ------ payable under subsection 9.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each prepaymentsuch Lender; third, to ----- the payment of fees due and payable under subsections 2.2 and 2.9, ratably among the Lenders in accordance with the Revolving Credit Percentage of each Lender of the Revolving Credit Commitment for which such payment is owed and, in the case of the Issuing Lender, the amount retained by the Issuing Lender for its own account pursuant to subsection 2.9; fourth, to ------ the payment of interest then due and payable on the Loans and the L/C Obligations ratably in accordance with the aggregate amount of interest owed to each such Lender; and fifth, to the payment of the principal amount ----- of the Loans and the L/C Obligations which is then due and payable ratably among the Lenders in accordance with the aggregate principal amount owed to each such Lender; or (ii) If the Administrative Agent has received a Payment Sharing Notice which remains in effect, all payments received by the Administrative Agent under this Agreement or any Note shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of all amounts ----- described in clauses "first" through "third" of the foregoing clause (i) in ----- ----- the order set forth therein; second, to the payment of the interest accrued ------ on all Loans and L/C Obligations, regardless of whether any such amount is then due and payable, ratably among the Lenders in accordance with the aggregate accrued interest plus the aggregate principal amount of all Loans and L/C Obligations then due and payable and owed to such Lender; and third, to the payment of the principal amount of all Loans and L/C ----- Obligations, regardless of whether any such amount is then due and payable, ratably among the Lenders in accordance with the aggregate principal amount owed to such Lender. (b) If any Lender (a Borrower "Non-Funding Lender") has (x) failed to make a ------------------ Revolving Credit Loan required to be made by it hereunder, and the Administrative Agent has determined that such Lender is not likely to make such Revolving Credit Loan or (y) given notice to the Company or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any Revolving Credit Loan, in each case by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of and interest on the Revolving Credit Loans outstanding shall be made as follows: (A) in the case of any such payment made on any date when and to the extent that in the determination of the Administrative Agent the Borrowers would be able under the terms and conditions hereof to reborrow the amount of such payment under the Commitments and to satisfy any applicable conditions precedent set forth in Section 5 to such reborrowing, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Lenders other than the Non-Funding Lender pro rata according to --- ---- the respective outstanding principal amounts of the Revolving Credit Loans of such Lenders; and (B) otherwise, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Lenders pro rata according --- ---- to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, Revolving Credit Loans; and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (hereunder, and, except as set forth provided in Section 2.2(b)2.21, each payment by the Borrower of any Facility Fee or Letter of Credit Participation Fee hereunder, except as provided in Section 2.21, each payment (including each prepayment) shall be made pro rata according to by the respective Commitment Percentages Borrower on account of principal of and interest on the Lenders that are obligated to lend to such Borrower Loans, and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according , in each case except to the respective Available Commitments extent another provision of the Lenders. Each payment (including each prepayment) by this Agreement specifies a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lendersdifferent treatment. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, 509265-1292-17123-Active.40387902.9 ​ interest, fees or otherwise, shall be made no later than 12:00 Noon without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on the due date thereof to the Administrative AgentAgent (except payments to be made directly to the Issuing Lender as expressly provided herein), for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such LenderXxxxxx’s Commitment Percentage pro rata share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover repayment of such amount with interest thereon from the date of borrowing at the rate per annum otherwise applicable to such Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and and, upon such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided thatpayment, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender no further interest shall be excluded)payable with respect to such amount. The Administrative Agent shall request payment of each interest by a Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent pursuant to this Section 2.11(b) shall use its reasonable efforts not be deemed to obtain funding be a waiver of any right the Borrower may have against such defaulted Commitment from third-party lendersLender for such Xxxxxx’s failure to make Loans to the Borrower as required hereunder.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) hereunder, each payment by the Borrower on account of 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 Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the relevant Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each . (b) Except as otherwise provided herein, each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Borrower then held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term 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 payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 10:00 A.M., Pacific time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2applicable Funding Office, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders 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 Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, andthe maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, with respect in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to payments of principalthe preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (be) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not in fact made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent, on demand, such corresponding amount with interest thereon thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, a rate equal to the daily average greater of (A) the Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to Effective Rate, and (B) a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (it being understood that none ii) in the case of the Borrowers shall a payment to be obligated to repay any such interest paid made by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefor, from under the relevant Facility. If the Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The pay such interest to the Administrative Agent shall request of each Lender other than for the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment same or obligation so to fund in excess of its Commitment)an overlapping period, and if such funding does not occur the Administrative Agent shall use its reasonable efforts promptly remit to obtain funding the Borrower the amount of such defaulted Commitment from third-party lenders.interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders of Committed Rate Loans, each payment by a Borrower on account of its Applicable Percentage of any facility fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a Borrower on account of principal of and interest on the any Committed Rate Loans shall be made pro rata according to the respective outstanding principal amounts of the Committed Rate Loans of such Borrower then held by due and owing to the Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made no later than 12:00 Noon New York City timewithout set off or counterclaim. All payments in respect of Committed Rate Loans in any Currency shall be made in such Currency and in immediately available funds at the Payment Office, and at or prior to the Payment Time, for such Type of Loans and such Currency, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)thereof. The Administrative Agent shall distribute such payments to the Lenders any payments received by the Administrative Agent promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing Date in respect of Committed Rate Loans that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the applicable Borrower requesting such Loan a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to (A) in the case of any such Committed Rate Loans denominated in Dollars, the daily average Federal Funds funds rate, as quoted by the Administrative Agent, or (B) in the case of any Committed Rate Loans denominated in an Available Foreign Currency, the rate customary in such Currency for settlement of similar inter-bank obligations, as quoted by the Administrative Agent, in each case for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Committed Rate Loans in such Currency hereunder, on or before three Business Days following demand therefordemand, from the relevant applicable Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersLoan.

Pro Rata Treatment and Payments. (a) Each borrowing by a any Borrower from of Revolving Credit Loans using the Lenders Tranche A Commitments or the Tranche B Commitments, as applicable, each payment by any Borrower on account of any fees hereunder and any reduction of the Tranche A Commitments or Tranche B Commitments (except other than pursuant to Section 10.10(a)), as set forth in Section 2.2(b)) applicable, shall be made pro rata according to the respective Commitment Applicable Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a any Borrower on account of principal of and interest on the Tranche A Loans or Tranche B Loans, as applicable, shall be made pro rata according to the respective outstanding principal amounts of the such Borrower’s Tranche A Loans of such Borrower or Tranche B Loans, as applicable, then held by the LendersLenders in the currency in which such Revolving Credit Loan was made. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit drawings, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed Letter of Credit drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit drawings then due to such parties. All payments (including prepayments) to be made by a Borrower hereunderthe Borrowers hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made no later than without setoff or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, or, if the payment is due in an Alternate Currency, local time for the principal market of such currency, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at (x) in the case of payments due in Dollars the Administrative Agent’s office specified in Section 9.2, in Dollars, 10.2 in immediately available funds and without set-off(y) in the case of payments due in an Alternate Currency, counterclaim or deduction to such office as the Administrative Agent may hereafter specify by notice to the Borrowers. It is understood that, if any payment of principal is made on any kind (other than deductions expressly permitted by this Agreement)day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the applicable Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.9(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderthe rate per annum applicable to such Borrowing, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersapplicable Borrower.

Pro Rata Treatment and Payments. (a) Each Subject to Section 2.12(b), each borrowing by a the Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such the Borrower then held by the Lenders. Each payment of commitment fee shall be made to the account of the Lenders pro rata according to the amounts of their respective unutilized Commitments. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made no later than 12:00 Noon 3:00 P.M., New York City time, on the due date thereof therefor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.29.2 hereof, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders Lenders, pro rata except as otherwise provided for herein, promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If Subject to the provisions concerning Defaulting Lenders in this Agreement and to clause 2.9(c) below, with respect to a Lender which is not a Defaulting Lender, if such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of the applicable daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with applicable banking industry rules on interbank compensation for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent (it being understood that none of the Borrowers Borrower shall not be obligated to repay any such interest paid by the non-non- funding Lender). A certificate of the Administrative Agent ) submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If . (c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender’s : (i) fees shall cease to accrue on the unfunded portion of the Commitment Percentage of such borrowing is Defaulting Lender pursuant to Section 2.3; (ii) the Commitment of such Defaulting Lender shall not made available be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.1); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Defaulting Lender or each Lender affected thereby as stated in Section 9.1; (iii) In the event that the Administrative Agent by and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender within three Business Days to be a Defaulting Lender, then on such date such remedied Lender shall purchase at par such of such Borrowing Date, the Loans of the other Lenders as the Administrative Agent shall also determine may be entitled necessary in order for such remedied Lender to recover hold such amount Loans in accordance with interest thereon from its portion of the date Aggregate Commitments. (d) If any Lender shall fail to make any payment required to be made by it under this Agreement to the Administrative Agent, including without limitation pursuant to Section 2.9(b) or 8.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of borrowing at such Lender for the rate per annum applicable to Loans hereunder, on or before three Business Days following demand therefor, from benefit of the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment Administrative Agent to satisfy such demand; provided thatLender’s obligations to it under the applicable Section until all such unsatisfied obligations are fully paid, for purposes and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of determining such Lender under any such applicable Section, in the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request case of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment of clauses (each such other Lender having no commitment or obligation so to fund i) and (ii) above, in excess of its Commitment), and if such funding does not occur any order as determined by the Administrative Agent shall use in its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersdiscretion.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from Except for payments pursuant to Section 2.8(b) (which shall reduce only all installments of principal on the Lenders hereunder (except as set forth in Section 2.2(bTerm Loans prepaid)) , the amount of each principal prepayment of Term Loans of any Class shall be made applied to reduce the then remaining installments of principal of such Class on a pro rata according to basis based upon the respective Commitment Percentages then remaining principal amount of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lendersinstallments. Each payment by a Borrower Amounts repaid or prepaid on account of any Commitment Fee hereunder shall the Term Loans may not be made pro rata according to the respective Available Commitments of the Lenders. Each payment reborrowed. (including each prepaymentb) by a Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, setoff or counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.- 55- (bc) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of (i) the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent and (it being understood that none of the Borrowers shall be obligated to repay any such interest paid ii) a rate determined by the non-funding Lender)Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such LenderXxxxxx’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunderof the relevant Class, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender Borrower. Nothing in this paragraph shall be excluded). The deemed to limit the rights of the Administrative Agent shall request of each Lender other than or the non-funding Lender that it fund the non-funding Borrower against any Lender’s defaulted Commitment . (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur d) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Borrower prior to obtain funding the date of any payment being made hereunder that the Borrower will not make such defaulted Commitment payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective shares of a corresponding amount. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any Issuing Lender hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable Issuing Lenders, as the case may be, severally agrees to repay to the - 56- (e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from third-party lenderssuch Lender) to such Lender, without interest.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans by a the Borrower from the Revolving Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Revolving Commitments of the Revolving Lenders shall be made pro rata according to the respective Commitment Percentages of Revolving Commitments then held by the Revolving Lenders. Each payment by a the Borrower on account of any Commitment Facility Fee, Unused Fee, Upfront Fee hereunder or Participation Fee shall be made pro rata according paid ratably to the respective Available Commitments of the LendersRevolving Lenders entitled thereto. Each payment by the Borrower on account of any Backstop Fee shall be paid to the Revolving Lenders entitled thereto. (including each prepaymentb) Each prepayment by a the Borrower on account of principal of and interest on the any Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders entitled to such payment. Subject to Section 2.15(d), all repayments of principal of any Loans at stated maturity or upon acceleration shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Loans then held by the relevant Lenders. Subject to Section 2.15(d), all payments of interest in respect of any Loans shall be allocated pro rata according to the outstanding interest payable then owed to the relevant Lenders. Notwithstanding the foregoing, (A) any amount payable to a Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.16 and Section 9.05) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent: (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Issuing Bank hereunder (including amounts owed under Section 2.09(b) or 9.04(c)), (2) second, to the funding of any Loan or LC Disbursement required by this Agreement, as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B) if such payment is a prepayment of the principal amount of Loans, such payment shall be applied SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents solely to prepay the Loans of all Non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied to the prepayment of any Loan of any Defaulting Lender. (c) All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time, on the due date thereof when due. All payments received by the Administrative Agent after 2:00 p.m., New York City time, may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest and fees thereon. All such payments shall be made to the Administrative Agent’s Office except that payments pursuant to Sections 2.12, for 2.13, 2.14 and 9.04 shall be made directly to the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)Persons entitled thereto. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If Unless otherwise specified herein, if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments . In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension. (bd) Unless After the Administrative Agent shall have been notified exercise of remedies provided for in writing by Section 7.01 and irrespective of any Lender prior other provision of any Loan Document to a borrowing the contrary, any amounts (including cash, equity securities, debt securities or any other property; provided that if any such Lender will amounts are not make in the form of cash, then the amount that would constitute its Commitment Percentage of such borrowing available securities or other property applied 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 a Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender each of clauses First through Last below shall pay to the Administrative Agent, on demand, such be an amount with interest thereon at a rate fair market value equal to the daily average Federal Funds Rate for stated amount required to be applied pursuant to each such clause) received on account of the period commencing with Collateral or in consideration of any waiver of any rights to receive any payment of the Obligations (whether received as a consequence of the exercise of such Borrowing Date until such Lender makes such amount immediately available remedies or as a distribution under the Chapter 11 Case) shall be turned over to the Administrative Agent (it being understood that none of to the Borrowers shall be obligated to repay any such interest paid extent not received directly by the non-funding Lender). A certificate of Administrative Agent) and applied by the Administrative Agent submitted in the following order: First, to any Lender payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and fees with respect to any the Loans,, the Commitments and the Letters of Credit, but including amounts owing payable under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available 9.04) payable to the Administrative Agent by in its capacity as such Lender within three Business Days (irrespective of when such Borrowing Dateamounts were incurred or accrued or whether any such amounts are allowed in the Chapter 11 Case) until paid in full; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Participation Fees with respect to the Loans, the Commitments and the Letters of Credit, but including amounts payable under Section 9.04) payable to the Lenders and the Issuing Bank arising under the Loan Documents and amounts payable under Sections 2.12, 2.13,and 2.14, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Participation Fees and interest on the Loans, interest on unreimbursed LC Disbursements and interest on other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, LC Disbursements, Cash Management Obligations and other Obligations then due and owing under the Loan Documents and to the Administrative Agent for the account of the Issuing Bank, to cash collateralize Letters of Credit in accordance with Section 2.17(k) until the Letters of Credit have been cash collateralized in full, in each case ratably among the Administrative SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents Agent, the Lenders, the Issuing Bank and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.17, amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall also be entitled applied to recover satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. (e) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in Letters of Credit or fees owing hereunder, it shall turn such amount with interest thereon from the date of borrowing at the rate per annum applicable over to Loans hereunder, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts for application pursuant to obtain funding of such defaulted Commitment from third-party lendersSection 2.15(d).

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective relevant Commitment Percentages of the Lenders. Each payment by a Borrower on account Lenders holding obligations in respect of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenderswhich such amounts were paid. Each payment (including each prepayment) by a the Borrower on account of principal of and (subject to the provisions of subsection 4.12) interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenders. All Except as otherwise set forth herein, all payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 11.3, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders holding obligations on account of which such amounts were paid promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its relevant Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection 4.11 shall be conclusive in the absence of manifest or demonstrable error. If such Lender’s 's relevant Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower Borrower. (and such Borrower may borrow under c) Notwithstanding anything to the Commitments or under contrary contained herein, in the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender event that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts make any payment to obtain funding a Lender on account of amounts owing to such Lender by the Borrower hereunder and the Administrative Agent either (i) shall not receive the corresponding amount from the Borrower or (ii) shall be required to return such amount to the Borrower, such Lender shall (upon the request of the Administrative Agent) promptly return to the Administrative Agent the amount of such defaulted Commitment from third-party lenderspayment.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according ac- cording to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenders. All such payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Agent at the Administrative Agent’s office specified as set forth in Section 9.29.01(a) or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower, in Dollars, in immediately available funds except payments pursuant to Sections 2.14 and without set-off, counterclaim or deduction of any kind (9.05 shall be made directly to the Persons entitled thereto and payments pursuant to other than deductions expressly permitted by this Agreement)Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the Lenders appropriate recipient promptly upon following receipt in like funds as receivedthereof. If any payment hereunder 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. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing the Effective Date that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing the Loans 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 a the Borrower a corresponding amount. If such corresponding amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender). A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not fact made available to the Administrative Agent by such Lender within three Business Days of (a “Defaulting Lender”) and the Administrative Agent has made available such Borrowing Dateamount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount with interest thereon in respect of each day from the date of borrowing such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at the a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable to Loans hereunderrate of interest, on or before three Business Days following demand therefor, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided thatcalculated in accordance with Section 2.06, for purposes of determining the Available Commitment, the Commitment of respective Loans. (c) If at any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so time insufficient funds are received by and available to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall use its reasonable efforts be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to obtain funding such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such defaulted Commitment from third-party lendersparties.

Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Lenders hereunder payment (except as set forth in including each prepayment other than pursuant to clauses (b) through (e) of Section 2.2(b)) 2.05, which shall be made pro rata according to the respective Commitment Percentages outstanding principal amount of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepaymentPut Loans being repaid) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without setoff or counterclaim and shall be made prior to 11:00 a.m., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, 11.01 in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.10(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to the Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower, but without prejudice to any right or claim that the Borrower may borrow under have against such Lender. (c) If at any time insufficient funds are received by and available to the Commitments or under the Swing Line Commitment Administrative Agent to satisfy pay fully all amounts of principal, interest and fees then due hereunder, such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender funds shall be excluded). The Administrative Agent shall request applied (i) first, towards payment of each Lender other than interest and fees then due hereunder, ratably among the non-funding Lender that it fund parties entitled thereto in accordance with the non-funding Lender’s defaulted Commitment (each amounts of interest and fees then due to such other Lender having no commitment or obligation so to fund in excess of its Commitment)parties, and if (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such funding does not occur parties. (d) Unless the Administrative Agent shall use its reasonable efforts have received notice from the Borrower prior to obtain funding the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such defaulted Commitment payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from third-party lendersand including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit Loans and Term Loans by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any facility fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the any Loans shall be made pro rata according to the respective outstanding principal amounts of the such Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon without set-off or counterclaim and shall be made prior to 2:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.210.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage allocable share of such borrowing available to the Administrative Agent, the Administrative CREDIT AGREEMENT 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 a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 11.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder 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. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Base Rate Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender Borrower. Nothing in this paragraph shall be excluded). The Administrative Agent shall request deemed to relieve any Lender from its obligations to make Loans to the Borrower pursuant to the terms of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment this Agreement or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lenders.to

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by a Borrower the Company or any Affiliate from the Lenders hereunder (except as set forth in Section 2.2(b)) Banks hereunder, each payment by the Company or any Affiliate on account of the Commitment Fee and any reduction of the Commitments of the Banks shall be made pro rata according to the respective Commitment Term Percentages or Revolving Percentages, as the case may be, of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Banks. (b) Each payment (including each prepayment) by a Borrower 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 of the Term Loans of such Borrower then held by the LendersTerm Banks. All payments (including prepayments) The amount of each principal prepayment of the Term Loans shall be applied to be made by a Borrower hereunderreduce the remaining installments of the Term Loans, whether pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of principal, interest, fees the Term Loans may not be reborrowed. Each payment (including each prepayment) by the Company or otherwise, any Affiliate on account of principal of and interest on the Revolving Loans shall be made no later than 12:00 Noon New York City time, on the due date thereof pro rata according to the Administrative Agent, for the account respective outstanding amounts of principal amounts of the Lenders, at Revolving Loans then held by the Administrative Agent’s office specified in Section 9.2, in Dollars, in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionRevolving Banks. (bc) Unless the Administrative Agent shall have been notified in writing by any Lender Bank prior to a borrowing Borrowing that such Lender Bank will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender Bank is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a Borrower the Company (or an Affiliate) a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, date such Lender Bank shall pay to the Administrative Agent, on demand, such amount with interest thereon thereon, at a rate equal to the daily average 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 commencing with such Borrowing Date until such Lender Bank makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender Bank with respect to any amounts owing under this Section paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage Bank's share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender Bank within three Domestic Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover (i) in the case of amounts denominated in United States dollars, such amount with interest thereon from the date of borrowing at the rate per annum applicable to Loans hereunderBase Rate Loans, on or before three Business Days following demand therefordemand, from the relevant Borrower Company or (and ii) in the case of amounts denominated in Foreign Currencies, such Borrower may borrow under amount with interest thereon at a rate determined by the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request to be the cost to it of each Lender other than funding such amount, on demand, from the non-funding Lender that it fund Company or the non-funding Lender’s defaulted Commitment relevant Affiliate. (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur d) Unless the Administrative Agent shall use its reasonable efforts have been notified in writing by the Company or any Affiliate prior to obtain the date of any payment due to be made by the Company or any Affiliate hereunder that the Company or such Affiliate will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Company or such Affiliate is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Banks their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Company or such Affiliate within three Domestic Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Bank to which any amount which was made available pursuant to the preceding sentence (i) in the case of amounts denominated in United States dollars, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate per annum determined by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of such defaulted Commitment from third-party lendersthe Administrative Agent or any Bank against the Company or any Affiliate.

Pro Rata Treatment and Payments. (a) Each borrowing by a each ------------------------------- Borrower from the Lenders hereunder, each payment by each Borrower on account of any commitment fee or acceptance fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the US Commitments or the Canadian Commitments, of the Lenders shall be made pro rata according to the respective US Commitment Percentages Percentages, in the case of the US$ Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to , and the respective Available Commitments C$ Commitment Percentages, in the case of the C$ Lenders. Each payment (including each prepaymentexcluding prepayments pursuant to subsection 4.4(g)) by a each Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the relevant Loans of such Borrower then held by the relevant Lenders. All payments (including prepayments) to be made by a each Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than 12:00 Noon New York City timewithout set off or counterclaim and shall be made prior to 11:00 A.M., Local Time, on the due date thereof to the relevant Administrative Agent, for the account of the Lenders, at the relevant Administrative Agent’s office specified in Section 9.2Office, in DollarsUS Dollars or C$, as the case may be, and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The relevant Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received, but the relevant Borrower shall have satisfied its payment obligation hereunder upon payment to the relevant Administrative Agent, regardless of whether such Administrative Agent distributes such payments as required hereunder. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the relevant Administrative Agent shall have been notified in writing by any received notice from a Lender prior to a borrowing 11:00 A.M., Local Time, on any Borrowing Date that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to such Administrative Agent such Lender's share of the Administrative Agentborrowing requested to be made on such Borrowing Date, the such Administrative Agent may assume that such Lender is making has made its share of such amount borrowing available to the such Administrative AgentAgent on such Borrowing Date, and the such Administrative Agent may, in reliance upon such assumption, make available to a the relevant Borrower on such Borrowing Date a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefordoes, in such circumstances, make available to such Borrower such amount, such Lender shall pay within three Business Days following such Borrowing Date make its share of such borrowing available to the such Administrative Agent, on demand, such amount together with interest thereon for each day from and including such Borrowing Date that its share of such borrowing was not made available, to but excluding the date such Lender makes its share of such borrowing available to such Administrative Agent, at a rate equal to the daily average Federal Funds Rate for (in the period commencing with case of US$ Loans) or at the then effective CDOR Rate (in the case of C$ Loans). If such amount is so made available, such payment to such Administrative Agent shall constitute such Lender's Loan on such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none for all purposes of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)this Agreement. A certificate of the such Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence prima facie evidence of manifest errorsuch amounts. If such Lender’s Commitment Percentage of such borrowing amount is not so made available to the such Administrative Agent by such Lender within three Business Days of such Borrowing Date, the such Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to Base Rate Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Lender. Nothing contained in this subsection 4.8(b) shall relieve any Lender which has failed to make available its share of any borrowing hereunder from its obligation to do so in accordance with the terms hereof or prejudice any rights which the relevant Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment have against any Lender as a result of any non-funding default by such Lender to make loans. (c) The failure of any Lender to make the Loan to be made by it on any Borrowing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on such Borrowing Date, but no Lender shall be excluded). The Administrative Agent shall request responsible for the failure of each any other Lender other than to make the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each Loan to be made by such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if on such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersBorrowing Date.

Pro Rata Treatment and Payments. (a) Each borrowing by a the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (except as set forth in Section 2.2(b)) shall be made pro rata according to the respective Commitment Percentages of the Lenders that are obligated to lend to such Borrower and any reduction of the Commitments of the Lenders shall be made (in each case, other than in respect of the Swing Line Loans) pro rata according to the respective Commitment Percentages of the Lenders. Each payment by a Borrower on account of any Commitment Fee hereunder shall be made pro rata according to the respective Available Commitments of the Lenders. Each payment (including each prepayment) by a the Borrower on account of principal of and interest on the Loans (other than the Swing Line Loans) shall be made pro rata according to the respective outstanding principal amounts of the Loans of such Borrower then held by the Lenders. All payments (including prepayments) to be made by a the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made no later than without set off or counterclaim and shall be made prior to 12:00 Noon Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office specified in Section 9.2subsection 12.2, in Dollars, Dollars and in immediately available funds and without set-off, counterclaim or deduction of any kind (other than deductions expressly permitted by this Agreement)funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. If such amount is not made available by a Lender to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period commencing with such Borrowing Date until such Lender makes such amount immediately available to the Administrative Agent (it being understood that none of the Borrowers shall be obligated to repay any such interest paid by the non-funding Lender)Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. If such Lender’s Xxxxxx's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon from the date of borrowing at the rate per annum applicable to ABR Loans hereunder, on or before three Business Days following demand therefordemand, from the relevant Borrower (and such Borrower may borrow under the Commitments or under the Swing Line Commitment to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-funding Lender shall be excluded). The Administrative Agent shall request of each Lender other than the non-funding Lender that it fund the non-funding Lender’s defaulted Commitment (each such other Lender having no commitment or obligation so to fund in excess of its Commitment), and if such funding does not occur the Administrative Agent shall use its reasonable efforts to obtain funding of such defaulted Commitment from third-party lendersBorrower.