Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled thereto. All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the relevant Commitment Percentages provisions of Section 8.7 of the Lenders entitled or obligated thereto. Each Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of respective outstanding principal amounts on the Lenders entitled theretoLoans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day andDay; provided, however, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each Except as provided in Section 2.3(d), each borrowing of any Loan by the Borrower from the Lenders hereunder (other than Swing Line borrowings of Swingline Loans) and ), each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each Subject to Sections 2.3(d) and 3.8(c), each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders; provided that payments in respect of Swingline Loans that have not been refunded with Revolving Loans pursuant to Section 2.8(b) shall be for the account of the Swingline Lender only (subject to the Swingline Lender’s obligation to share with any participants in the Swingline Loans). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Office, in lawful money of the United States of America Dollars and in immediately available fundsfunds (and funds received after that time shall be deemed to have been received on the next succeeding Business Day). The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 (other than payments on Eurodollar Loans) 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 extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of and such extension would of time shall in such case be to extend such included in the computation of payment into another calendar month in which event such payment shall be made on of interest or fees, as the immediately preceding Working Daycase may be.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled Lenders. Except as otherwise provided in Section 2.5, Section 8 or obligated thereto. Each Section 9.1(b), each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Loans then held by the Lenders entitled thereto(it being understood that, except as otherwise provided in Section 8, any payment so made in respect of principal of any Lender's Loans shall be deemed to ratably reduce the outstanding amount of Tranche A Loans and Tranche B Loans of such Lender). All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 extensionDay. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each Except as contemplated by Section 2.4, (i) each borrowing of any Loan (other than Swing Line Loans) and each payment Loans by DW Animation from the Borrower on account of any fee Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders, (ii) each reduction of the Commitments and each payment in respect of Commitment Fees shall be made pro rata according to the respective Commitment Percentages of the Lenders entitled or obligated thereto. Each and (iii) each payment (including each prepayment) by the Borrower DW Animation on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amount of such Loans then held by the Lenders entitled thereto(other than Defaulting Lenders if otherwise provided under Section 2.18). Notwithstanding anything to the contrary in this Agreement, if an Event of Default shall have occurred and be continuing, each payment (including each prepayment) by DW Animation on account of principal of and interest on Loans shall be made pro rata according to the respective outstanding principal amount of all such Loans then held by all Lenders. All payments (including prepayments) to be made by the Borrower DW Animation hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 10.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepaymentprepayment but excluding prepayments pursuant to Section 3.8 or Section 3.12(d) and purchases pursuant to Section 3.4(b)) by the Borrower on account of principal of and interest on the any Term Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made allocated by the Administrative Agent pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoTerm Loans then held by the respective Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and fees interest, fees, or otherwise, shall be made without set-off 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 LendersLenders holding the relevant Term Loan, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 10.2, in lawful money of the United States of America and Dollars, in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day 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 Eurocurrency Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof of such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments U.S. R/C Loans shall be made pro rata according to the relevant Commitment Percentages then existing U.S. Commitments of the Lenders entitled US$ Banks. Each borrowing of C$ R/C Loans shall be made pro rata according to the then existing Canadian Commitments of the C$ Banks. Any reduction of the amount of the Commitments of the Banks hereunder (except for the termination or obligated theretoreduction of a particular Bank's Commitment pursuant to Section 4.11(a)) shall be made pro rata according to the amounts of the then existing relevant Commitments. Each payment (including each prepayment) by the a Facility Borrower on account of principal of and interest on the Loans (except for payments to a particular Bank pursuant to Section 2.5, 4.10, 4.11, 4.12 or 4.13) any category of Loan (other than Swing Line Eurodollar Loans) shall be made on a pro rata basis according to the amounts of the then outstanding Loans of such type of the relevant Banks. Each payment (including each prepayment) by CFC on account of principal of and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) interest on Eurodollar Loans designated by CFC to be applied to a particular Eurodollar Tranche shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of such Eurodollar Loans then held by the Lenders entitled theretoUS$ Banks. All payments (including prepayments) to be made by the relevant Facility Borrower hereunder on account of principal, interest interest, fees and fees other amounts shall be made without set-off setoff or counterclaim and shall be made to the Administrative Agent, relevant Agent for the account of the Lenders, relevant Banks at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, in lawful money of the United States of America and relevant Agent referred to in Section 12.2 in Dollars or C$, as applicable, in immediately available funds. The Administrative relevant Agent shall promptly distribute such payments ratably to each Lender Bank entitled to receive a portion thereof in like funds as received. If any payment hereunder (other than payments on a payment in respect of a Eurodollar LoansLoan) 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 and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionDay. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. The provisions of the first five sentences of this Section 4.8(a) shall not apply to any borrowing or prepayment made pursuant to Section 12.10.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 8.10 and 4.118.11) and any reduction of the Revolving Credit Commitments or Incremental Revolving Loan Commitments of the Lenders hereunder shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.68.6, 4.178.19, 4.18 8.20 and 4.198.21) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower Borrowers on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11subsection 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Term Loan Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Term Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Term Loan Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Incremental Commitments of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Amended Agreement. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of from the Lenders, any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any Advances or reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the relevant Commitment Percentages provisions of Section 8.7 of the Lenders entitled or obligated thereto. Each Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of respective outstanding principal amounts on the Lenders entitled theretoLoans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m., Dallas, Texas time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day andDay; provided, however, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by Borrower from Banks hereunder, each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans Revolving Credit Loans, each payment by Borrower on account of any commitment fee hereunder and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) any reduction of the Revolving Credit Loan Commitments and/or the L/C Commitments shall be made pro rata according to the relevant respective Revolving Credit Loan Commitment Percentages of the Lenders entitled theretoPercentage and/or L/C Commitment Percentage, as appropriate, then held by Banks. All payments (including prepayments) to be made by Borrower hereunder and under the Borrower Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 12:00 Noon, Columbus, Ohio time, on the Administrative due date thereof to Agent, for the account of the LendersBanks, at the Administrative Agent’s office located at 0000 's 100 Xxxx Xxxxx Xxxxxx Xxxxxxxxxice in Columbus, 8th Floor, Houston, Texas 77002Ohio, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender Banks promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) a Prime Rate Loan becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day 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 Rate Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the relevant Commitment Percentages provisions of Section 8.7 of the Lenders entitled or obligated thereto. Each Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of respective outstanding principal amounts on the Lenders entitled theretoLoans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, New York time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day andDay; provided, however, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans ------------------------------- hereunder shall be made, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments shall be made allocated by the Administrative Agent, pro --- rata according to the relevant Commitment respective Specified Percentages of the Lenders entitled or obligated theretoLenders. Each ---- payment (including each prepayment) by the Borrower on account of principal of and interest on on, or commitment fees related to, the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) or Reimbursement Obligations shall be made allocated by the Administrative Agent pro rata according to --- ---- the relevant Commitment respective Specified Percentages of such Loans and Reimbursement Obligations then held by the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower hereunder and under any Notes, whether on account of principal, interest and fees interest, fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made prior to noon, Dallas, Texas time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 11.2, in lawful money of the United States of America Dollars and in immediately ------------ available funds. The Payments received by the Administrative Agent after such time shall promptly distribute such payments ratably be deemed to each Lender in like funds as receivedhave been received on the next Business Day. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day Day, (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and) unless, with respect to payments of principalEurodollar Loans only, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans ------------------------------- hereunder shall be made, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments Total Commitment shall be made allocated by the Administrative Agent, pro rata according to the relevant Commitment respective Specified Percentages of the Lenders entitled or obligated thereto--- ---- Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on on, or commitment fees related to, the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) or Reimbursement Obligations shall be made allocated by the Administrative Agent to the Lenders pro rata according to the relevant Commitment respective Specified Percentages of such Loans --- ---- and Reimbursement Obligations then held by the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower hereunder and under any Notes, whether on account of principal, interest and fees interest, fees, Reimbursement Obligations or otherwise, shall be made 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 located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 12.2, in lawful money of the United States of America Dollars and in immediately available funds. The Payments ------------ received by the Administrative Agent after such time shall promptly distribute such payments ratably be deemed to each Lender in like funds as receivedhave been received on the next Business Day. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day Day, (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and) unless, with respect to payments of principalEurodollar Loans only, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments, Tranche B Term Loan Commitments, or Additional Term Loan Commitments of the Lenders hereunder shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.65.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx270 Park Avenue, 8th FloorNew York, Houston, Texas 77002New York 10017, in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute Adxxxxxxxxxxxx Xxxxx xxxxx xxxxxxxx xxxxxxxute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled thereto. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off 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 located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Funding Office, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders entitled thereto promptly upon receipt in like funds as received. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due and payable by the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties, and (iii) third, towards the payment of all other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amount of such amounts then due to such parties. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionDay. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.9, 4.10 and 4.11) ), and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata PRO RATA according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.64.19, 4.17, 4.18 4.20 and 4.194.21) shall be made pro rata PRO RATA according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan by the Borrower from the Lenders hereunder (other than Swing Line Loans) and ), each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of the Lenders entitled or obligated theretoLenders. Each Except as provided in Sections 2.9 and 2.10, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19Loans) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of, and interest on, the respective Revolving Credit Loans or Term Loans, as the case may be, of the Lenders entitled theretothen due and owing to such Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 10.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee ------------------------------- Lessor from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata among the Lenders --- ---- according to the relevant respective Commitment Percentages Percentage of the Lenders entitled or obligated theretoeach such Lender. Each Except as otherwise provided in Article IV hereof, each payment (including each ---------- prepayment) by the Borrower Lessor on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata among the Lenders according to the relevant Commitment Percentages respective outstanding --- ---- principal amounts of the Lenders entitled theretoLoans then held by each such Lender. All Subject to Article V, all payments (including prepayments) to be made by the Borrower Lessor --------- hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made by the Lessor to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floorapplicable Lender prior to 11:00 a.m., Houston, Texas 77002time, to such Lender's Applicable Lending Office specified in Schedule IV to the Participation Agreement (or to such other office as may be designated by such Lender from time to time in a written notice to the Lessor) in funds consisting of lawful money currency of the United States of America and in which shall be immediately available funds. The Administrative Agent on the scheduled date when such payment is due, unless such scheduled date shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than not be a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day 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 case such payment shall be made on the immediately preceding Working next succeeding Business Day.. Payments received after 11:00 a.m., Houston, Texas time, on the date due shall for the purpose of Section 6.1 be deemed ----------- received on such day; provided, however, that for the purposes of Section -------- ------- ------- 2.4(d), such payments shall be deemed received on the next succeeding Business ------ Day and, unless the Lenders are otherwise able to invest or employ such funds on the date received, subject to interest at the then applicable interest rate as provided in Section 2.4(d). --------------

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Revolving Lenders or the Delayed Draw Term Loan Commitments of the Delayed Draw Term Lenders shall be made pro rata according to the relevant amounts of such Revolving Lenders’ or Delayed Draw Term Lenders’, as applicable, Commitment Percentages of the Lenders entitled or obligated theretoPercentages. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans (other than Swing Line which are ABR Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of such ABR Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on Loans which are Eurodollar Loans designated by the Borrowers to be applied to a particular Eurodollar Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders entitled theretoof the applicable Class. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by the Borrower Borrowers hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. on the due date thereof to the Administrative Agent, for the account of the LendersLenders of the applicable Class, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, Office specified in lawful money of the United States of America Section 9.01 in Dollars and in immediately available funds. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 7.01, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Revolving Credit Commitments Increases of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 270 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by HCC from the Banks hereunder, each payment by the Borrower HCC on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Banks shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoBanks. Each payment (including each prepayment) by the Borrower HCC on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Banks. All payments (including prepayments) to be made by HCC hereunder and under the Borrower Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of the United States of America subsection 11.2 in Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Banks promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan by the Borrower from the Lenders hereunder (other than Swing Line Loans) and ), each payment by the Borrower on account of any fee Commitment Fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective relevant Commitment Percentages of the Lenders entitled or obligated theretoholding obligations in respect of which such amounts were paid. Each payment (including each prepayment) by the Borrower on account of principal of and (subject to the provisions of subsections 5.4, 5.6, 5.7 and 5.8) interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19Loans) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of such Loans then held by the Lenders entitled theretoLenders. All Except as otherwise set forth herein, all payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 2:00 P.M., Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 12.3, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders holding obligations on account of which such amounts were paid promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) 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 on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the any Senior Interim Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made allocated by the Administrative Agent pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoSenior Interim Loans then held by the respective Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off 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 Lenders, Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxxspecified in subsection 10.2, 8th Floor, Houston, Texas 77002, and shall be made in lawful money of the United States of America Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 1:00 p.m., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day 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 Eurocurrency Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof of such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by Borrower from Banks hereunder, each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment ayment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans Loans, each payment by Borrower on account of any commitment fee hereunder and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) any reduction of the Revolving Credit Loan Commitments and/or the L/C Commitments shall be made pro rata according to the relevant respective Revolving Credit Loan Commitment Percentages of the Lenders entitled theretoPercentage and/or L/C Commitment Percentage, as appropriate, then held by Banks. All payments (including prepayments) to be made by Borrower hereunder and under the Borrower Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 12:00 Noon, Columbus, Ohio time, on the Administrative due date thereof to Agent, for the account of the LendersBanks, at the Administrative Agent’s office located at 0000 's 100 Xxxx Xxxxx Xxxxxx Xxxxxxxxxice in Columbus, 8th Floor, Houston, Texas 77002Ohio, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender Banks promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) a Prime Rate Loan becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day 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 Rate Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Revolving Credit Commitments Increases of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 00 Xxxxx Xxxxxxxx Xxxxxx, 8th FloorXxxxx X0, HoustonXxxxxxx, Texas 77002, Xxxxxxxx in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Term Benchmark Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. Each payment (aincluding each ------------------------------- prepayment) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 principal of and 4.11) and any reduction of interest on, the Revolving Credit Commitments Loans shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled or obligated thereto. Each payment (including each prepayment) Loans then held by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company hereunder or by any Credit Party under any Loan Document, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 9.2, in lawful money of the United States of America Dollars and in immediately available funds. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (or under any other than payments on Eurodollar Loans) Loan Document becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If at any payment on a Eurodollar Loan becomes due time insufficient funds are received by and payable on a day other than a Working Day, the maturity thereof shall be extended available to the next succeeding Working Day and, with respect Agent to payments pay fully all amounts of principal, interest thereon and fees then due hereunder or under any other Loan Document, such funds shall be payable at 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 applicable rate during due to such extension unless parties, and (ii) second, towards payment of principal then due hereunder, ratably among the result parties entitled thereto in accordance with the amounts of principal then due to 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 Dayparties.

Pro Rata Treatment and Payments. (a) Each Except as provided in Sections 2.3(e) and 3.8(c), (i) the borrowing of any Loan (other than Swing Line Loans) and each payment Closing Date Loans by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoand (ii) the borrowing of Incremental Loans by the Borrower from the applicable Increasing Lenders shall be made pro rata according to the respective Incremental Commitments of such Increasing Lenders. Each Subject to Sections 2.3(e) and 3.8(c), each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Office, in lawful money of the United States of America Dollars and in immediately available fundsfunds (and funds received after that time shall be deemed to have been received on the next succeeding Business Day). The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 (other than payments on Eurodollar Loans) 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 extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of and such extension would of time shall in such case be to extend such included in the computation of payment into another calendar month in which event such payment shall be made on of interest or fees, as the immediately preceding Working Daycase may be.

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of any Loan (other than a Borrowing comprised of Swing Line LoansLoans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower Borrowers on account of any fee hereunder in respect of a Tranche of Loans (other than as set forth in subsections 4.10 and 4.11Section 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled or obligated theretosuch Tranche. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than Swing Line Loans and other than as set forth in subsections Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled theretosuch Tranche. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by HCC from the Lenders hereunder, each payment by the Borrower HCC on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower HCC on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by the Borrower HCC hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of the United States of America subsection 11.2 in Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Revolving Credit Commitments Increases of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than payments made directly to the Swingline Lender as expressly provided herein or as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 10 Xxxxx Xxxxxxxx Xxxxxx, 8th FloorXxxxx X0, HoustonXxxxxxx, Texas 77002, Xxxxxxxx in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Term Benchmark Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the relevant Commitment Percentages provisions of Section 8.7 of the Lenders entitled or obligated thereto. Each Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of respective outstanding principal amounts on the Lenders entitled theretoLoans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 10:00 a.m., San Francisco, California time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day andDay; provided, however, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the relevant Commitment Percentages provisions of Section 8.7 of the Lenders entitled or obligated thereto. Each Participation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of respective outstanding principal amounts on the Lenders entitled theretoLoans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly endeavor to distribute such payments ratably to each Lender the Lenders promptly within two (2) days after receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day andDay; provided, however, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by HCC ------------------------------- from the Lenders hereunder, each payment by the Borrower HCC on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower HCC on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by the Borrower HCC hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of the United States of America subsection 11.2 in Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) Revolving Loans and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant respective Revolving Commitment Percentages of the Lenders entitled Revolving Lenders. Each payment under this Credit Agreement or obligated theretoany Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit Fees retained by the Issuing Lender and the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Revolving Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) on the Term Loan shall be made pro rata according to the relevant Commitment Percentages respective amounts due and owing. Prepayments made pursuant to Section 2.15 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the Lenders entitled theretoLoans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified on Schedule 9.2 in lawful money of the United States of America Dollars and in immediately available fundsfunds not later than 12:OO noon (New York time) on the date when due. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 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 LIBOR Rate Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Borrower from the Lenders, each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.174.19, 4.18 4.20 and 4.194.21) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. Amounts prepaid on account of the Term Loans may not be reborrowed. All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment, but excluding payments made pursuant to subsection 2.6, 3.9, 3.10, 3.11, 3.12, 3.13(d) or 10.1(f), and subject to subsection 3.4(h)) by the Borrower on account of principal of and interest on the any Tranche of Loans (other than Swing Line Loans (x) any payment pursuant to subsection 3.4(b) or (c), to the extent declined by any Lender as provided in subsection 3.4(e) and other than (y) any payments pursuant to subsection 3.4(i), which shall be allocated as set forth in subsections 4.6, 4.17, 4.18 and 4.19subsection 3.4(i)) shall be made allocated by the Administrative Agent pro rata according to the relevant respective outstanding principal amounts of such Tranche then held by the respective Lenders (or as otherwise provided in the applicable Incremental Commitment Percentages of the Lenders entitled theretoAmendment or Extension Amendment, as applicable). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off 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 Lenders, relevant Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxxspecified in subsection 10.2, 8th Floor, Houston, Texas 77002, and shall be made in lawful money of the United States of America Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day 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 Eurocurrency Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof of such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by the ------------------------------- Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, Reimbursement Obligations, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, Dallas, Texas time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 10.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day 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 Working Day.

Pro Rata Treatment and Payments. (a) Each The borrowing of any the Term Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments reductions thereof shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amount of the Lenders entitled or obligated theretoTerm Loans held by each Lender. Each payment under this Credit Agreement or any Term Loan Note shall be applied (including each prepaymenti) by first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Borrower Term Loan and (iii) third, to principal then due and owing hereunder and under the Term Loan. Each voluntary repayment on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) Term Loan shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoapplied in accordance with Section 2.4. All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.13(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of the United States of America and Section 10.2 in immediately available fundsfunds and shall be made in Dollars not later than 1:00 P.M. on the date when due. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 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 LIBOR Rate Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the any Term Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made allocated by the Administrative Agent pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoTerm Loans then held by the respective Lenders. All payments (including prepayments) to be made by any of the Borrower Borrowers hereunder, whether on account of principal, interest and fees interest, fees, or otherwise, shall be made without set-off 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, Agent for the account of the Lenders, Lenders holding the relevant Loans at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 10.2, in lawful money of the United States of America Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day 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 Eurocurrency Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof of such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any commitment fee in respect of the Delayed Draw Term Commitments hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Delayed Draw Term Loan Commitments of the Lenders shall in each case be made allocated by the Administrative Agent pro rata according to the relevant Commitment Percentages of respective outstanding Delayed Draw Term Loan Commitments then held by the Lenders entitled or obligated theretorespective Lenders. Each payment (including each prepayment, but excluding payments made pursuant to subsection 2.5, 3.9, 3.10, 3.11, 3.13(d) or 10.1(e)) by the Borrower on account of principal of and interest on the any Term LoansTranche of Loans (other than Swing Line Loans (x) any payment pursuant to subsection 3.4(b), (c) or (d), to the extent declined by any Lender as provided in subsection 3.4(f) and other than (y) any payments pursuant to subsection 3.4(j), which shall be allocated as set forth in subsections 4.6, 4.17, 4.18 and 4.19subsection 3.4(j)) shall be made allocated by the Administrative Agent pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Term Loanssuch Tranche then held by the respective Lenders entitled thereto(or as otherwise provided in the applicable Extension Amendment). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and fees interest, fees, or otherwise, shall be made without set-off 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 Lenders, relevant Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxxspecified in subsection 10.2, 8th Floor, Houston, Texas 77002, and shall be made in lawful money of the United States of America Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day 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 Eurocurrency Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof of such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) participation in the Advances by the Participants hereunder and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Participants shall be made pro rata among the Tranche A Participants and Tranche B Participants according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoeach such Participant. Each Except as otherwise provided in Sections 3.10 - 3.20, each payment (including each prepayment) by the Borrower Lessor on account of principal Participation Interests representing the amount of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) Advances shall be made pro rata among the Tranche A Participants and Tranche B Participants according to the relevant Commitment Percentages respective Participation Interests of the Lenders entitled theretoeach such Participant. All payments (including prepayments) to be made by the Borrower Lessor hereunder to the Participants with respect to their Participation Interests, whether on account of principal, interest or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee and fees shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 noon, Chicago Time, on the due date thereof to the Administrative Agent, for the account of the LendersParticipants, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002referred to in Section 15.3 of this Agreement, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Participants on the same day if received prior to 12:00 noon, Chicago Time and on the next Business Day if received after such time in like funds as received. If any payment hereunder (other than payments on Eurodollar Loansof Participation Interests in the Advances) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionDay. If any payment on a Eurodollar Loan of Participation Interests in an Advance becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day. In the case of any extension or shortening of the due date of any payment pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension or until such shortened due date, as the case may be.

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

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of any Loan (other than a Borrowing comprised of Swing Line LoansLoans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower Borrowers on account of any fee hereunder in respect of a Tranche of Loans (other than as set forth in subsections 4.10 and 4.11Section 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled or obligated theretosuch Tranche. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than Swing Line Loans and other than as set forth in subsections Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled theretosuch Tranche. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar EurodollarTranche Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar EurodollarTranche Rate Loan becomes due and payable on a day other than a Working WorkingBusiness Day, the maturity thereof shall be extended to the next succeeding Working WorkingBusiness Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working WorkingBusiness Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.9, 4.10 and 4.11) ), and payments to Lenders in respect of proceeds of Collateral and any reduction of the Term Loan Commitments and the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata PRO RATA according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.64.19, 4.17, 4.18 4.20 and 4.194.21) shall be made pro rata PRO RATA according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx270 Park Avenue, 8th FloorNew York, Houston, Texas 77002New York 10017, in lawful money of the United States of America and in immediately available fundsXxxxxx Xxxxxx xx Xxxxxxx xxx xx xxxxxxxxxxx xxxxxxxxx xxxxx. The Administrative Xxx Xxxxxxxxxxxxxe Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 10.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on any Eurodollar LoansLoan) 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 on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Day Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension, unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and ), each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.174.19, 4.18 4.20 and 4.194.21) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled thereto. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) Borrowing by the Company from the Lenders and each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction fees for the account of the Revolving Credit Commitments Agent) shall be made pro rata according to the relevant each Lender's Commitment Percentages of the Lenders entitled or obligated theretoPercentage, except as otherwise expressly provided herein. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretosuch Loans held by each Lender. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the LendersLenders (except for fees for the account of the Agent), at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002designated for such purpose, in lawful money of the United States of America Dollars and in immediately available fundsfunds not later than 12:00 noon, Chicago time, on the date on which such payment shall become due. Any payment received after such time on any Business Day shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders in like funds as receivedon the day of receipt or deemed receipt of such payments. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If Anything contained herein to the contrary notwithstanding, any payment payments received by any Lender or its Affiliates on a Eurodollar Loan becomes due account of Bank Product Obligations or Hedging Obligations after the occurrence and payable on a day other than a Working Dayduring the continuance of any Default or Event of Default shall be reapplied in accordance with Section 6.5 of the Guaranty and Collateral Agreement and to that end, the maturity thereof shall be extended Lenders shall, if necessary, purchase participation in the Obligations of other Lenders to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during effectuate 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 Working Dayapplication.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans ------------------------------- hereunder shall be made, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments shall be made allocated by the Administrative Agent, pro rata according to the relevant Commitment respective Specified Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on on, or commitment fees related to, the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) or Reimbursement Obligations shall be made allocated by the Administrative Agent pro rata according to the relevant Commitment respective Specified Percentages of such Loans and Reimbursement Obligations then held by the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower hereunder and under any Notes, whether on account of principal, interest and fees interest, fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made prior to noon, Dallas, Texas time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 11.2, in lawful money of the United States of America ------------ Dollars and in immediately available funds. The Payments received by the Administrative Agent after such time shall promptly distribute such payments ratably be deemed to each Lender in like funds as receivedhave been received on the next Business Day. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day Day, (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and) unless, with respect to payments of principalEurodollar Loans only, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any facility fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant Commitment respective Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the Lenders entitled or obligated theretorelevant Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoTerm Loans then held by the Term Loan Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 11:00 A.M. Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of any Loan (other than a Borrowing comprised of Swing Line LoansLoans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower Borrowers on account of any fee hereunder in respect of a Tranche of Loans (other than as set forth in subsections 4.10 and 4.11Section 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled or obligated theretosuch Tranche. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than Swing Line Loans and other than as set forth in subsections Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled theretosuch Tranche. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Tranche Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Tranche Rate Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing Except in the case of any Loan (other than a Borrowing comprised of Swing Line LoansLoans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower Borrowers on account of any fee hereunder in respect of a Tranche of Loans (other than as set forth in subsections 4.10 and 4.11Section 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled or obligated theretosuch Tranche. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than Swing Line Loans and other than as set forth in subsections Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled theretosuch Tranche. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into AMERICAS 94977503 another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled thereto. All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th 8t h Floor, Houston, Texas 77002, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) Loans and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled Banks. Unless otherwise required by the terms of this Agreement, each payment under this Agreement or obligated theretoany Note shall be applied, first, to any fees then due and owing by the Company pursuant to subsection 2.4, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment (including each prepayment) on account of any fees pursuant to subsection 2.4 for the account of the Banks shall be made pro rata in accordance with the respective amounts due and owing. Each payment by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretorespective amounts due and owing. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in subsection 2.15(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Banks at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of subsection 9.2 or such other office specified by the United States of America and Administrative Agent in immediately available fundsfunds and shall be made in Dollars not later than 9:00 A.M., San Francisco, California time on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each Except as provided in Sections 2.3(g) and 3.8(c), each borrowing of any Loan by the Borrower from the Lenders hereunder (other than Swing Line borrowings of Swingline Loans) and ), each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each Subject to Sections 2.3(g) and 3.8(c), each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoRevolving Loans then held by the Lenders; provided that payments in respect of Swingline Loans that have not been refunded with Revolving Loans pursuant to Section 2.8(b) shall be for the account of the Swingline Lender only (subject to the Swingline Lender’s obligation to share with any participants in the Swingline Loans). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Office, in lawful money of the United States of America Dollars and in immediately available fundsfunds (and funds received after that time shall be deemed to have been received on the next succeeding Business Day). The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 (other than payments on Eurodollar Loans) 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 extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of and such extension would of time shall in such case be to extend such included in the computation of payment into another calendar month in which event such payment shall be made on of interest or fees, as the immediately preceding Working Daycase may be.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal and interest amounts of the Lenders entitled theretoRevolving Loans then held by the Lenders, and each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal and interest amounts of the Term Loans then held by the Lenders. All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off setoff, deduction or counterclaim and shall be made prior to 11:00 a.m., Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day 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 LIBOR Loan becomes due and payable on a day other than a Working Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Working Eurodollar Business Day and, with respect (and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extension rate) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) participation in ------------------------------- the Advances by the Participants hereunder and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Participants shall be made pro rata among the Tranche A Participants, Tranche B Participants and Tranche C Participants according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoeach such Participant. Each Except as otherwise provided in Sections 3.11 - 3.21, each payment (including each prepayment) by the Borrower Lessor -------------------- on account of Participation Interests representing the principal amount of or equity investment in and interest or Yield on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) Advances shall be made pro rata among the Tranche A Participants, Tranche B Participants and Tranche C Participants according to the relevant Commitment Percentages respective Participation Interests of the Lenders entitled theretoeach such Participant. All payments (including prepayments) to be made by the Borrower Lessor hereunder to the Participants with respect to their Participation Interests, whether on account of principal, interest equity investment, interest, Yield or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee and fees shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 noon, San Francisco time, on the due date thereof to the Administrative Agent, for the account of the LendersParticipants, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002referred to in Section 15.3 of this Participation Agreement, in lawful money of the United States of America Dollars and in immediately ------------ available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Participants promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loansof Participation Interests in the Advances) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionDay. If any payment on a Eurodollar Loan of Participation Interests in an Advance becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day. In the case of any extension or shortening of the due date of any payment pursuant to the preceding two sentences, interest or Yield thereon shall be payable at the then applicable rate during such extension or until such shortened due date, as the case may be.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Incremental Commitments of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.5(c), 4.175.6, 4.18 5.19, 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each Except as provided in ------------------------------- subsection 2.4(b) and (c), each borrowing of any Loan Loans (other than Swing Line Loans) and by the Borrower from the Lenders hereunder shall be made, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the relevant --- ---- Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each Except as provided in subsection 2.4(c), each payment (including each prepayment) by the Borrower on account of principal of and interest on the any Revolving Credit Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made allocated by the Administrative Agent pro rata according to the relevant Commitment Percentages respective outstanding principal --- ---- amounts of such Revolving Credit Loans then held by the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower hereunder and under any Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 12:00 P.M., Toronto time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders holding such Notes, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 12.2, in lawful money of the United States of America Canadian Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 12:00 Noon, Toronto time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar Loansthe Acceptances) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Revolving Credit Commitments Increases of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by HCC from the Lenders hereunder, each payment by the Borrower HCC on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower HCC on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by HCC hereunder and under the Borrower Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of the United States of America subsection 11.2 in Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower Borrowers on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11subsection 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Term Loan Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Term Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Term Loan Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar EurodollarTerm SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar EurodollarTerm SOFR Loan becomes due and payable on a day other than a Working WorkingBusiness Day, the maturity thereof shall be extended to the next succeeding Working WorkingBusiness Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working WorkingBusiness Day.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower in respect of any Loan (other than Swing Line Revolving Credit Loans) and , each payment by the Borrower on account of any facility fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of respective principal amounts of, or interest on, the Lenders entitled theretoLoans, as the case may be, then due and owing to the Lenders. All payments (including prepayments) to be made by the Borrower hereunder or under any Note, whether on account of principal, interest and interest, fees or otherwise, shall be made without deduction, set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 11.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If Whenever any payment hereunder (other than payments on Eurodollar Loans) becomes of principal of, or interest on, the Base Rate Loans or of fees shall be due and payable on a day other than that is not a Domestic Business Day, such the date for payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans or Money Market LIBOR Loans shall be due on a day that is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day andunless such Eurodollar Business Day falls in another calendar month, with respect in which case the date for payment thereof shall be the next preceding Eurodollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Absolute Rate Loans shall be due on a day that is not a Domestic Business Day, the date for payment thereof shall be extended to payments the next succeeding Domestic Business Day. If 38 the date for any payment of principalprincipal is extended by operation of law or otherwise, interest thereon shall be payable at the then applicable rate during for such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Dayextended time.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 subsection 4.10), and 4.11) payments to Lenders in respect of proceeds of collateral and any reduction of the Revolving Credit Commitments hereunder shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.64.19, 4.17, 4.18 4.20 and 4.194.21) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 8.10 and 4.118.11) and any reduction of the Revolving Credit Commitments or Acquisition Loan Commitments of the Lenders hereunder shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.68.6, 4.178.19, 4.18 8.20 and 4.198.21) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each payment (including each prepayment, but excluding payments made pursuant to subsections 2.6, 2.7, 3.4(j), 3.13, 10.1(f) or 10.6)) by the Borrower on account of principal of and interest on the any Loans of a given Tranche (other than Swing Line Loans (x) any payments pursuant to subsection 3.4(b) or (c) to the extent declined by any Lender in accordance with subsection 3.4(e) and other than (y) any payments pursuant to subsection 3.4(i) which shall be allocated as set forth in subsections 4.6, 4.17, 4.18 and 4.19subsection 3.4(i)) shall be made allocated by the Administrative Agent pro rata according to the relevant respective outstanding principal amounts of such Loans then held by the respective Lenders (or as otherwise provided in the applicable Incremental Commitment Percentages of the Lenders entitled theretoAmendment or Extension Amendment). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off 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 Lenders, Lenders holding the relevant Loans at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxxspecified in subsection 10.2, 8th Floor, Houston, Texas 77002, and shall be made in lawful money of the United States of America Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 1:00 p.m., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day 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 Working Day.such

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to their respective Commitments. Subject to the relevant Commitment Percentages provisions of Section 8.7 of the Lenders entitled or obligated thereto. Each Participation Agreement and Section 2.11(b), each payment (including without limitation each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of respective outstanding principal amounts on the Lenders entitled theretoLoans then held by the Lenders. All payments (including without limitation prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 12.2 of the Participation Agreement, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day andDay; provided, however, if such -------- ------- payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two (2) sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on any Eurodollar LoansLoan) 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 on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Day Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension, unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Revolving Credit Commitment Increases of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 00 Xxxxx Xxxxxxxx Xxxxxx, 8th FloorXxxxx X0, HoustonXxxxxxx, Texas 77002, Xxxxxxxx in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Term Benchmark Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) ------------------------------- participation in the Advances by the Participants hereunder and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Participants shall be made pro rata among the Tranche --- ---- A Participants and Tranche B Participants according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoeach such Participant. Each Except as otherwise provided in Sections -------- 3.10 - 3.20, each payment (including each prepayment) by the Borrower Lessor on account ----------- of principal Participation Interests representing the amount of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) Advances shall be made pro rata among the Tranche A Participants and Tranche B --- ---- Participants according to the relevant Commitment Percentages respective Participation Interests of the Lenders entitled theretoeach such Participant. All payments (including prepayments) to be made by the Borrower Lessor hereunder to the Participants with respect to their Participation Interests, whether on account of principal, interest or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee and fees shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 noon, San Francisco time, on the due date thereof to the Administrative Agent, for the account of the LendersParticipants, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002referred to in Section 15.3 of this ------------ Agreement, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Participants promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loansof Participation Interests in the Advances) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionDay. If any payment on a Eurodollar Loan of Participation Interests in an Advance becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day. In the case of any extension or shortening of the due date of any payment pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension or until such shortened due date, as the case may be.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) Borrowers from the Lenders hereunder, and any reduction of the Aggregate Revolving Credit Commitments Loan Commitment, shall be made pro rata according to the relevant respective Revolving Loan Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal and interest amounts of the Lenders entitled theretoRevolving Loans then held by the Lenders. All payments (including prepayments) to be made by the Borrower Borrowers hereunder and under the Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off setoff, deduction 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 applicable Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America US Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day 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 LIBOR Loan becomes due and payable on a day other than a Working Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Working Eurodollar Business Day and, with respect (and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extension rate) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each Except as otherwise expressly provided herein, each borrowing of any Loan (other than Swing Line Loans) and by the Company from the Lenders hereunder, each payment by the Borrower Company on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each Except as otherwise expressly provided herein, each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Revolving Credit Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoRevolving Credit Loans then held by the Lenders. All payments (including prepayments) to be made by the Borrower Company hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:30 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 11.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, (in which case interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each Except as provided in subsection 2.3(f), each borrowing of any Loan (other than Swing Line Loans) and by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata PRO RATA according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata PRO RATA according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in subsection 10.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of and such extension would of time shall in such case be to extend such included in the computation of payment into another calendar month in which event such payment shall be made on of interest or fees, as the immediately preceding Working Daycase may be.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Incremental Commitments of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 200 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Amended Agreement. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a%3) Each borrowing Except in the case of any Loan (other than a Borrowing comprised of Swing Line LoansLoans and subject to the reallocation rules set forth in Section 4.24(c) and (d), each payment by the Borrower Borrowers on account of any fee hereunder in respect of a Tranche of Loans (other than as set forth in subsections 4.10 and 4.11Section 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled or obligated theretosuch Tranche. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Loans of a particular Tranche (other than Swing Line Loans and other than as set forth in subsections Sections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata to the Lenders according to the relevant Commitment Percentages their Pro Rata Percentage in respect of the Lenders entitled theretosuch Tranche. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) Loans and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled Banks. Unless otherwise required by the terms of this Agreement, each payment under this Agreement or obligated theretoany Note shall be applied, first, to any fees then due and owing by the Company pursuant to subsection 2.4, second, to interest then due and owing in respect of the Notes of the Company and, third, to principal then due and owing hereunder and under the Notes of the Company. Each payment on account of any fees pursuant to subsection 2.4 for the account of the Banks shall be made pro rata in accordance with the respective amounts due and owing. Each payment (including each prepaymentother than prepayments) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretorespective amounts due and owing. Payments made pursuant to subsection 2.13 shall be applied in accordance with such section. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in subsection 2.15(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Banks at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of subsection 9.2 or such other office specified by the United States of America and Administrative Agent in immediately available fundsfunds and shall be made in Dollars not later than 12:00 noon New York City time on the date when due. Any payment received after the foregoing deadlines shall be deemed received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Banks entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant Commitment Percentages respective Percentages, as the case may be, of the Lenders entitled or obligated theretorelevant Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. Each payment made at any time when any amount hereunder is due and payable shall be made pro rata according to the respective amounts then due and payable to the Lenders. All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 10.2, in lawful money of the United States of America Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 extensionDay. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and Loans by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.10 Sections 5.10 and 4.115.11) and any reduction of the Revolving Credit Commitments or Revolving Credit Commitments Increases of the Lenders hereunder shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6Sections 5.6, 4.175.19, 4.18 5.20 and 4.195.21) shall be made pro pro-rata according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at 0000 Xxxxxx 00 Xxxxx Xxxxxxxx Xxxxxx, 8th FloorXxxxx X0, HoustonXxxxxxx, Texas 77002, Xxxxxxxx in lawful money of the United States of America and in immediately available fundsSame Day Funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as receivedreceived to the extent required by this Agreement. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day. All payments hereunder shall be made in Dollars.

Pro Rata Treatment and Payments. (a) Each Except as provided in SECTION 2.14(b)(ii), each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of any Category of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of such Category of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Series A Loans (other than Swing Line Loans and other than or the Series B Loans, as set forth in subsections 4.6the case may be, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts on the Loans of the Lenders entitled theretoeach such Category then held by each Lender. All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and fees or otherwise, shall be made without set-off setoff, counterclaim or counterclaim other defense and shall be made prior to 12:00 Noon, Charlotte, North Carolina time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in SECTION 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day andDay; PROVIDED, HOWEVER, if such payment includes an amount of interest calculated with respect reference to payments the Eurodollar Rate and the result of principalsuch extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than of Swing Line Loans) and each payment by a Borrower from the Borrower on account of Lenders hereunder, any fee hereunder (other than as set forth in subsections 4.10 and 4.11) conversion or continuation pursuant to subsection 6.6 and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment by a Borrower on account of any commitment fee hereunder shall be made pro rata according to the respective Commitment Percentages of all Lenders, except that the commitment fee payable to the Swing Line Lender shall be calculated in accordance with the provisions of subsection 6.1. Each payment (including each prepayment) by the a Borrower on account of principal of and interest on the Loans (other than (i) Swing Line Loans and other than as set forth (ii) payments from the proceeds of Collateral, which shall be applied in accordance with the provisions of the relevant Security Documents and subsections 4.6, 4.17, 4.18 6.4(c) and 4.1914.14(d)) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders. All payments (including prepayments) to be made by a Borrower hereunder and under the Borrower Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off 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 LendersLenders or the Swing Line Lender, as the case may be, at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002's Account, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders or to the Swing Line Lender, as the case may be, promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee from the Lenders hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments Aggregate Commitment shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal and interest amounts of such Loans then held by the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day 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 LIBOR Loan becomes due and payable on a day other than a Working Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Working Eurodollar Business Day and, with respect (and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extension rate) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each Except as provided in Section 2.3(e), each borrowing of any Loan by the Borrower from the Lenders hereunder (other than Swing Line borrowings of Swingline Loans) and ), each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the relevant respective Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each Subject to Sections 2.3(e) and 2.8(d), each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal amounts of the Lenders entitled theretoLoans then held by the Lenders; provided that payments in respect of Swingline Loans that have not been refunded with Revolving Loans pursuant to Section 2.8(b) shall be for the account of the Swingline Lender only (subject to the Swingline Lender’s obligation to share with any participants in the Swingline Loans). All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders at the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Office, in lawful money of the United States of America Dollars and in immediately available fundsfunds (and funds received after that time shall be deemed to have been received on the next succeeding Business Day). The Administrative Agent shall promptly distribute such payments ratably to each Lender 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 (other than payments on Eurodollar Loans) 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 extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of and such extension would of time shall in such case be to extend such included in the computation of payment into another calendar month in which event such payment shall be made on of interest or fees, as the immediately preceding Working Daycase may be.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) Revolving Loans and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant respective Revolving Commitment Percentages of the Lenders entitled Revolving Lenders. Each payment under this Credit Agreement or obligated theretoany Note shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the Notes of the Borrower and (iii) third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of the Unused Fees or the Letter of Credit Fees shall be made pro rata in accordance with the respective amounts due and owing. Each payment (including each prepaymentother than voluntary prepayments or repayments and mandatory prepayments) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective amounts due and owing hereunder. Each voluntary repayment and prepayment on account of principal of the Lenders entitled theretoLoans shall be applied in accordance with Section 2.8(a). Each mandatory prepayment on account of principal of the Loans shall be applied to such Loans, as applicable, on a pro rata basis and, to the extent applicable, in accordance with Section 2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, specified in lawful money of the United States of America Section 10.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. on the date when due. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar 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 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 LIBOR Rate Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans and Bid Loans) and by the Company from the Banks, each payment by the Borrower Company on account of any fee hereunder (other than as otherwise set forth in subsections 4.10 3.9 and 4.113.10) and any reduction of the Revolving Credit Commitments of the Banks hereunder shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoBanks. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and Bid Loans and other than as set forth in subsections 4.63.18, 4.17, 4.18 3.19 and 4.193.20) shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled theretoBanks. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the LendersBanks, at the Administrative Agent’s 's office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, Houston, Texas 77002, Xxx Xxxx 00000 or such other office designated by the Administrative Agent for payments in lawful money of such Currency in the United States of America relevant Currency and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender Bank in like funds as received. If any payment hereunder (other than payments on Eurodollar Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar 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 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) ------------------------------- from the Lenders hereunder, and any reduction of the Aggregate Revolving Credit Commitments Loan Commitment or the Aggregate Incremental Loan Commitment, shall be made pro rata according to the relevant respective Revolving Loan Commitment Percentages Percentage, Term A Commitment Percentage, Term B Commitment Percentage and Incremental Commitment Percentage, as applicable, of the Lenders entitled or obligated theretoapplicable Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Percentages respective outstanding principal and interest amounts of such Loans then held by the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, Los Angeles time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 9.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day 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 LIBOR Loan becomes due and payable on a day other than a Working Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Working Eurodollar Business Day and, with respect (and interest shall continue to payments of principal, interest accrue thereon shall be payable at the then applicable rate during such extension rate) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Eurodollar Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment by the Borrower Borrowers on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11subsection 4.10) and any reduction of the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Term Loan Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Borrowers on account of principal of and interest on the Term Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata according to the relevant Commitment Term Loan Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Borrowers on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at to the Administrative Agent’s office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002Account, in lawful money of the United States of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Term SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Term SOFR Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof shall be extended to the next succeeding Working 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 Working Business Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan (other than Swing Line Loans) and each payment Borrowing by the Borrower on account of any fee hereunder (other than as set forth in subsections 4.10 and 4.11) and any reduction of from the Revolving Credit Commitments shall be made pro rata according to the relevant Commitment Percentages of the Lenders entitled or obligated thereto. Each Lenders, each payment (including each prepayment) by the Borrower on account of the principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.6on account of any fees hereunder, 4.17, 4.18 and 4.19) any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the relevant Commitment Percentages Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the account of a particular Lender under the terms of Section 2.04, Section 3.01, Section 3.02, Section 3.04, Section 3.05, Section 10.04 or Section 10.15 shall be made for the account of such Lender, and (ii) if any Lender shall become a Defaulting Lender, from and after the date upon which such Lender shall have become a Defaulting Lender, any payment made on account of principal of or interest on the Loans shall be applied, first for the account of the Lenders entitled theretoother than the Defaulting Lender, pro rata according to the Commitments of such Lenders, until the principal of and interest on the Loans of such Lenders shall have been paid in full and, second for the account of such Defaulting Lender, provided that the application of such payments in accordance with this clause (ii) shall not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes of Section 2.10(a), if, had such payments been applied without regard to this clause (ii), no such Event of Default or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue. All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made in immediately available funds without set-off setoff or counterclaim and shall be made to the Administrative Agent, for the account Agent on behalf of the Lenders, Lenders at the Administrative Agent’s office located as notified to the Borrower from time to time at 0000 Xxxxxx Xxxxxxleast five Business Days before any change in such office. On the date of this Agreement, 8th Floor, Houston, Texas 77002, in lawful money the office of the United States of America and in immediately available fundsAdministrative Agent is located as set forth on Schedule 10.02. The Administrative Agent shall promptly distribute such payments ratably to each Lender the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day 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 Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Company from the Lenders, each payment by the Borrower Company on account of any fee hereunder (other than as set forth in subsections 4.9, 4.10 and 4.11) ), and payments to Lenders in respect of proceeds of Collateral and any reduction of the Term Loan Commitments and the Revolving Credit Commitments of the Lenders hereunder shall be made pro rata PRO RATA according to the relevant Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in subsections 4.64.19, 4.17, 4.18 4.20 and 4.194.21) shall be made pro rata PRO RATA according to the relevant Commitment Percentages of the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s 's office located at 0000 Xxxxxx 000 Xxxx Xxxxxx, 8th FloorXxx Xxxx, HoustonXxx Xxxx 00000, Texas 77002, in lawful money of the United States xx xxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) Each borrowing of any Loan Loans (other than Swing Line Loans) and by the Borrower from the Lenders hereunder shall be made, each payment by the Borrower on account of any commitment fee hereunder (other than as set forth in subsections 4.10 and 4.11) shall be allocated by the Administrative Agent, and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata allocated by the Administrative Agent, according to the relevant Revolving Credit Commitment Percentages of the Lenders entitled or obligated theretoLenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the any Revolving Credit Loans (other than Swing Line Loans and other than as set forth in subsections 4.6, 4.17, 4.18 and 4.19) shall be made pro rata allocated by the Administrative Agent according to the relevant Commitment Percentages respective outstanding principal amounts of such Revolving Credit Loans then held by the Lenders entitled theretoLenders. All payments (including prepayments) to be made by the Borrower hereunder and under any Notes, whether on account of principal, interest and interest, fees or otherwise, shall be made without set-off 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 LendersLenders holding such Notes, at the Administrative Agent’s 's office located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002specified in Section 11.2, in lawful money of the United States of America Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to each Lender such Lenders, if any such payment is received prior to 12:00 Noon, New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Business Day, the maturity thereof of such payment shall be extended to the next succeeding Working Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Working Business Day.

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